DEF 14A of Cummins Inc, Apr 2, 2026

DEF 14A of Cummins Inc

Filed Apr 2, 2026 · FY20250001104659-26-039158

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: 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 |

  2. EXECUTIVE COMPENSATION ELEMENTS

    | Compensation Element | Form of Payment | Performance Metrics | Rationale | | | | 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%) | Return on Invested Capital (ROIC), weighted at 80% and EBITDA, weighted at 20% over a three-year period | ROIC and EBITDA provide an incentive for profitable growth and correlate well with shareholder value. |

  3. EXECUTIVE COMPENSATION ELEMENTS

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

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

  5. 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.

  6. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2026 PROXY | 17 |

  7. Nominees for Board of Directors

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

  8. Nominees for Board of Directors

    | Director Since: 2022 Age: 52 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-March 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 served as a director of Hillenbrand, Inc. (NYSE: HI) from 2020-February 2026. 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. |

  9. Nominees for Board of Directors

    | Director Since: 2022 Age: 69 Board Committees: Audit; Governance and Nominating; Talent Management and Compensation | 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 currently serves as Chair of the Board of Trustees 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. |

  10. Nominees for Board of Directors

    | 18 | CUMMINS 2026 PROXY | ELECTION OF DIRECTORS |

  11. Nominees for Board of Directors

    | Director Since: 2015 Age: 69 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.E. (NASDAQ: FER), 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 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. |

  12. Nominees for Board of Directors

    | Director Since: 2023 Age: 53 Board Committees: Finance; Governance and Nominating; Talent Management and Compensation | DANIEL W. FISHER—Former Chairman and Chief Executive Officer of Ball Corporation | | | Mr. Fisher served as Chairman of Ball Corporation (NYSE: BALL), a leading supplier of aluminum packaging for the beverage, personal care and household products industries, from April 2023 to November 2025 and Chief Executive Officer of Ball Corporation from April 2022 to November 2025. 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 a former 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. |

  13. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2026 PROXY | 19 |

  14. Nominees for Board of Directors

    | Director Since: 2021 Age: 63 Board Committees: Finance; Governance and Nominating; Talent Management and Compensation | CARLA A. HARRIS—Senior Client Advisor, Morgan Stanley | | | Ms. Harris has served as Senior Client Advisor at Morgan Stanley, a global financial services firm, since January 2022. She is a co-portfolio manager of the Next Level Fund, an advisor to the Multicultural Innovation Lab and acts in various client coverage capacities. She served as Vice Chair of Wealth Management at Morgan Stanley from 2013-December 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. (NASDAQ: WMT) since June 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. (NYSE: MET) 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. |

  15. Nominees for Board of Directors

    | Director Since: 2015 Age: 71 Board Committees: Executive; Finance; Governance and Nominating; Safety, Environment and Technology | THOMAS J. LYNCH—Retired Chairman, TE Connectivity plc | | | Mr. Lynch served as Chairman of TE Connectivity plc (formerly TE Connectivity Ltd.; Tyco Electronics Ltd.) (NYSE: TEL), 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 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 TE Connectivity from Tyco International. Mr. Lynch joined TE Connectivity from Motorola Solutions Inc. (NYSE: MSI), 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. (NASDAQ: ADP), a leading global technology company providing human capital management solutions, and, effective February 2024, serves as the independent Non-Executive Chairman of the Board. In May 2022, Mr. Lynch retired as a director of Thermo Fisher Scientific Inc. (NYSE: TMO), 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. |

  16. Nominees for Board of Directors

    | 20 | CUMMINS 2026 PROXY | ELECTION OF DIRECTORS |

  17. Nominees for Board of Directors

    | Director Since: 1989 Age: 69 Board Committees: Audit; Executive; Governance and Nominating; Talent Management and Compensation | WILLIAM I. MILLER—Retired President, The Wallace Foundation | | | Mr. Miller served 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 from 2011 until his retirement in September 2025. Mr. Miller was the Chair of Irwin Management Company, a private investment firm, from 1990-2011. Mr. Miller serves as the Chair of the Boards of 11 mutual funds and 5 exchange traded funds managed by Capital Group, the boards of which meet simultaneously. He has served on mutual fund boards in this fund family since 1992. 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. |

  18. Nominees for Board of Directors

    | Director Since: 2020 Age: 63 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. (NYSE: GIS), 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 (OTCMKTS: TATYY) and serves on its Audit and Nominations Committees. She also serves as a director of Colgate-Palmolive Company (NYSE: CL) 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. |

  19. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2026 PROXY | 21 |

  20. Nominees for Board of Directors

    | Director Since: 2017 Age: 62 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. (NYSE: DELL), 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 Inc. (NYSE: C), 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. (NYSE: LII) and serves as Chair of its Governance Committee and serves on its Executive 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. |

  21. Nominees for Board of Directors

    | 22 | CUMMINS 2026 PROXY | ELECTION OF DIRECTORS |

  22. Nominees for Board of Directors

    | Director Since: 2024 Age: 55 Board Committees: Audit, Governance and Nominating; Safety, Environment and Technology | JOHN H. STONE—President and Chief Executive Officer of Allegion plc | | | Mr. Stone is President, Chief Executive Officer and a director of Allegion plc (NYSE: ALLE), 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 (NYSE: DE), a global provider of agricultural, construction and forestry from 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. |

  23. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2026 PROXY | 23 |

  24. Nominees for Board of Directors

    | Director Since: 2025 Age: 65 Board Committees: Audit, Governance and Nominating; Safety, Environment and Technology | Matthew Tsien—Retired Executive Vice-President and Chief Technology Officer of General Motors Company | | | Mr. Tsien’s career spanned 45 years with General Motors Company (GM) (NYSE: GM), an American multinational automotive manufacturing company, and its group of companies from 1976 until his retirement in November 2021, where he built a strong track record in areas such as electrification and connectivity. He held various roles with GM, including Executive Vice President, Chief Technology Officer, and President, General Motors Ventures (2020-2021); Executive Vice President and President, GM China (2014-2020); Vice President, Planning and Program Management, GM China and GM International, and Strategic Alliances for China (2012-2013) where he was responsible for product planning and program management for international markets encompassing Asia, Russia, the Middle East and Africa. Other prior roles include Executive Vice President, SAIC-GM-Wuling Automobile China (2009-2011); Executive Director, Global Technology Engineering (2005-2008); Executive Director, Vehicle Systems, North America Product Development (2001-2005); Electrical Chief Engineer Germany (1999-2000); Regional Vehicle Line Executive Australia (1997-1998); Chief Technology Officer and Director, Business Planning China (1995-1997); and Director, Audio Systems Engineering, Delco Electronics (1992-1995). Tsien currently serves as a board member for AGCO Corporation (NYSE: AGCO), where he serves on the Audit Committee and the Talent and Compensation Committee and for Magna International (NYSE: MGA), where he serves on its Talent Oversight and Compensation Committee and the Technology Committee. He holds a bachelor’s degree from Kettering University and master’s degrees from Standford University and Massachusetts Institute of Technology. Summary of Qualifications, Skills and Experience: Mr. Tsien brings to the board extensive technology and engineering experience within the automotive industry, particularly from a large OEM perspective in China. Mr. Tsien brings strategic vision and technical depth. He has extensive experience in the globalization of technical development, advanced component and sub-systems engineering and the successful launch of next-generation vehicles. |

  25. Nominees for Board of Directors

    | 24 | CUMMINS 2026 PROXY | ELECTION OF DIRECTORS |

  26. 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.

  27. Nominees for Board of Directors

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

  28. Nominees for Board of Directors

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 25 |

  29. Nominees for Board of Directors

    EXECUTIVE COMPENSATION

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

    | | In recognition of Accelera’s need to focus on different measures of success to attract and retain talent with different skills compared to those in the traditional core engine business, the performance measures in the short and long-term incentive plans for Accelera entities in 2023 and 2024 were tailored or blended to reflect the units or units for which the participant had responsibility. In 2025, given the increased long-term uncertainty about the timing of the transition to zero emissions technologies in commercial vehicles, we elected to retain some Accelera-specific performance measures in the short-term plan but had a single ‘one Cummins’ long-term incentive plan for all employees, including those in Accelera. In 2026, we plan to return to using a single ‘one Cummins’ approach for all employees in both the short and long-term incentive plans. | | | In 2025, we also approved a special equity award consisting of performance-based restricted stock units to one of our Named Executive Officers. The TMCC approved the award and set the amount at a level that it believed would provide a strong retention incentive for overseeing critical strategic initiatives. This grant is described further below under “Special Equity Awards.” | | | 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. |

  31. Consistency and Long-Term Orientation

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

  32. Consistency and Long-Term Orientation

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 29 |

  33. Consistency and Long-Term Orientation

    | | SECOND PILLAR: ENGAGE EMPLOYEES AND FAMILIES IN IMPROVING WELLNESS |

  34. Consistency and Long-Term Orientation

    At Cummins, providing meaningful and equitable health, wellness and compensation programs is at the center of our Total Rewards strategy. In 2025, we: • Advanced our global Total Rewards modernization initiative, completing extensive employee preference research and market benchmarking to inform a redesigned Total Rewards framework aligned with employee needs and competitive market practices • Marked the fifth year of our global “It’s Okay” wellbeing program, a multi-pillar initiative supporting mental, financial, physical, and social health. We expanded the program’s focus on financial wellness through the launch of a financial wellness education portal and enhanced learning resources, reinforcing our commitment to holistic employee wellbeing • Expanded our Total Rewards education platform through the introduction of a real-time Total Rewards dashboard, providing employees with transparent, consolidated visibility into the value of their compensation, benefits, and rewards programs • Expanded our U.S. benefit offerings to include voluntary supplemental medical programs to support the physical and financial wellness of our employees • Expanded our health and wellness programming at the regional and local level through our onsite medical clinics with a primary focus on positive lifestyle behaviors for whole-person health, achieving improved member health metrics at many of our locations • Integrated our onsite medical teams in our disability and neurodiversity inclusion and support programs • Drove increased support and expertise for keeping our employees safe and well in the workplace by establishing a first of its kind remote Occupational Health training program for our onsite medical clinic physicians

  35. Consistency and Long-Term Orientation

    | | THIRD PILLAR: DEVELOP SELF-AWARE AND EFFECTIVE LEADERS |

  36. Consistency and Long-Term Orientation

    Cummins views talent development and succession planning as critical to achieving the company’s performance objectives. For talent development, we focus on the entire employee lifecycle experience, from recruitment and hiring, to development and progression, to retirement. To achieve a distinguishing positive experience, we focus holistically on our employees being able to easily learn about talent strategy and planning, leadership and other development opportunities, retention strategies, performance management, compensation and benefits management, and succession planning. We provide our leaders with the tools needed to advance their personal growth as well as their contribution to the sustainable growth of our enterprise. Cummins’ leadership programs are designed to provide impactful learning experiences that reflect our three core beliefs: • Leaders need to build business acumen and emotional intelligence • A leader’s development starts with individual development and then moves to team development • Leaders have a responsibility to teach and coach others Leadership development programs offer foundational knowledge and practical skills that leaders can apply every day. Each program starts by focusing on self-awareness. When leaders understand their own strengths and weaknesses, they can become more effective at inspiring and leading others. Self-aware leaders are more emotionally intelligent, allowing them to develop positive relationships with their team members and build trust, foster collaboration and lean into constructive conflict. These leaders create an inclusive environment where feedback can be shared and received openly and where individuals feel seen, heard and valued. By the end of 2026, we expect that more than 10,000 leaders will have completed Cummins’ foundational leadership development program which is focused on building self-awareness and core leadership behaviors to sustain the leadership culture and inspire all employees to reach their full potential.

  37. Consistency and Long-Term Orientation

    | 30 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  38. Consistency and Long-Term Orientation

    | | FOURTH PILLAR: EVOLVE TALENT STRATEGIES TO MEET THE NEEDS OF THE BUSINESS AND OUR EMPLOYEES |

  39. Consistency and Long-Term Orientation

    Cummins has created a strong work environment in which people can enter the organization at any stage of their careers and grow with the company, aided by best-in-class development programs. Given our long-term decarbonization strategy, we also recognize the need to act with agility at all levels, including mid- and senior-career hires, particularly with respect to our highly competitive technical positions. As a result, we implemented new approaches to help manage the career and pay progression of Cummins’ employees. This provides managers greater autonomy and flexibility so they can more effectively recruit, retain, and optimize the deployment of our people to overcome challenges in our highly competitive talent markets. We also have developed more effective mechanisms for recruiting talented individuals at all levels in the organization, as well as progressing people more quickly within the organization. This diversifies our approach to talent management, which is benefiting both our employees and the company. Cummins has designed leadership and talent programs for employees ranging from the manufacturing floor and technicians through middle management and executives. Cummins offers experiential learning, formal training, and coaching and mentoring by our business leaders to support continuous learning on the job. All employees can benefit from Cummins’ talent management system, which allows them to clearly document their work goals, development goals and career statements, as well as the opportunity to give and receive stakeholder feedback. Employees have available tools and resources to complete competency assessments to identify skill gaps as well as their strengths. Armed with a knowledge of their strengths and growth areas, our people can partner with their managers to develop Individual Development Plans to chart their own unique career paths at the company.

  40. Consistency and Long-Term Orientation

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 31 |

  41. 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 at 90% of target based on 2025 EBITDA (as adjusted) of $5,797 million against a target of $5,750 million, weighted 70%, and 2025 Operating Cash Flow (as adjusted) of $3,666 million against a target of $3,800 million, weighted 30%. All employees participating in the Cummins bonus plan received the same payout factor. The Hybrid Corporate/Accelera Annual Bonus Plan performance paid out at 90% of target based on 2025 Cummins EBITDA (as adjusted) of $5,797 million against a target of $5,750 million, weighted 35%, Cummins Operating Cash Flow (as adjusted) of $3,666 million against a target of $3,800 million, weighted at 15%, actual Accelera revenue of $460 million against a target of $466 million, weighted at 20%, and achievement of the Accelera strategic scorecard of 80% of target, weighted at 30%. As discussed in more detail below, the Committee adjusted the payout factor to more accurately reflect the actual performance of 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 2023-2025 performance cycle paid out at 160% of target based on 3-year cumulative EBITDA (as adjusted) of $15,908 million compared to our target of $13,256 million, and ROIC (as adjusted) of 17.45% compared to our target of 15.00%. All employees participating in the Cummins long-term performance plans received the same payout factor. The Hybrid Corporate/Accelera Performance Share plan for the 2023-2025 performance cycle paid out at 110% of target based on 3-year Cummins ROIC (as adjusted) of 17.45% compared to our target of 15.00%, weighted at 30%, and Accelera Cumulative Revenue of $1,228 million compared to our target of $1,500 million, weighted 70%. All employees participating in the Hybrid Corporate/Accelera long-term performance plan received the same payout factor. As discussed in more detail below, the Committee adjusted the payout factor to more accurately reflect the actual performance of Ms. Davis and Accelera for the year in light of certain developments outside of our control. | The 2025 long-term incentive grant was 100% performance-based. The grants consisted of performance shares (70%) and performance cash (30%). |

  42. 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: 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%) | 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. |

  43. Compensation Elements Support Pay For Performance Philosophy

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

  44. 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 2025, performance-linked components (annual bonus and long-term incentive compensation excluding special equity awards described below under “Special Equity Awards”) were 90% of the CEO’s target total direct compensation opportunity and 81% of the average target total direct compensation opportunity for the other Named Executive Officers. These pay elements were allocated as shown below. TARGET TOTAL DIRECT COMPENSATION MIX* — FISCAL YEAR 2025 * Target direct compensation consists of salary, target annual bonus and the target value of performance shares and performance cash awards granted in 2025. It does not include the value of the special equity awards consisting of performance-based restricted stock units approved for certain of our Named Executive Officers in 2024 and 2025 as described below under “Special Equity Awards.”

  45. 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 paying within a competitive range centered around the median of the market for total direct compensation as well as its components, including salary, bonus targets, and long-term incentive target values for performance shares and performance cash. We consider target compensation to be market competitive if it is within +/-10% of the median level indicated by the benchmarking data. For making 2025 pay decisions, our primary compensation benchmarking sources were manufacturing companies in nationally recognized compensation surveys. We also considered data from our Custom Peer Group (described below) regarding pay levels for the CEO and CFO and pay program design, dilution, and performance. We believe this approach provides an appropriate representation of the market, and using multiple sources lessens the impact of fluctuations in market data over time. Our Custom Peer Group, identified in 2024 for making 2025 pay decisions, was made up of the thirteen public companies listed below. All companies fell into at least one of the following categories: • 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.

  46. Target Executive Compensation Informed By the Market

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

  47. Executive Compensation Best Practices

    | | WHAT WE DO | | WHAT WE DO NOT DO | | Set clear financial goals that we believe are challenging yet achievable, meet or exceed competitive standards, and will enhance shareholder value over time | | We do not allow backdating or repricing of stock options | | | Use multiple measures to ensure our executives focus on both annual and longer-term goals | | We do not have separate employment contracts with our executive officers | | | Tie incentive awards for all participants at least in part to overall company performance to reinforce the importance of the company’s success and to encourage collaboration and teamwork | | We do not guarantee salary increases, bonuses or equity grants for our executive officers | | | Encourage executives to focus on the sustained long-term growth of our company and promote retention by vesting performance-based awards only at the end of the performance or service period | | We will not gross-up excise taxes that may be imposed on payments to our executive officers in connection with a change in control | | | Cap payouts under our short- and long-term incentive compensation plans at 200% of the target awards | | Perquisites do not constitute a major element of our executive compensation program | | | Require all incentive and equity awards for senior executives be subject to clawback and cancellation provisions that go beyond the minimum required by law and apply to both performance-based and time-vesting awards | | We do not permit officers or directors to engage in pledging, hedging or similar types of transactions with respect to our stock | | | Maintain a Talent Management and Compensation Committee composed of independent directors who are advised by an outside, independent compensation consultant | | We do not pay dividends or dividend equivalents on unearned performance shares | | | Complete an annual assessment of the risk associated with our compensation program | | | | | Require executive officers and outside directors to maintain prescribed stock ownership levels | | | | | Subject our executives to double trigger change in control provisions | | | |

  48. 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.

  49. Annual Bonus

    Annual Bonus

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

  51. HOW BONUSES ARE CALCULATED

    | 38 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  52. HOW BONUSES ARE CALCULATED

    For the 2025 annual bonuses, our TMCC also reserved the ability to reduce the bonuses otherwise earned by our Named Executive Officers by up to 15% if satisfactory progress had not been made in complying with the settlement agreements we had reached in December 2023 with various regulatory agencies to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications (the “Settlement Agreements”).

  53. 2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN

    2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN For the 2025 Cummins annual bonus plan, consistent with 2024, we decided to use EBITDA, weighted at 70%, and Operating Cash Flow, weighted at 30%, as the performance measures. We believe these measures are aligned with our strategy, ensuring a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth. EBITDA for compensation purposes equals:

  54. 2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN

    | EBITDA = Cumulative Earnings or Losses Before Interest Expense, Income Taxes, Depreciation and Amortization and Noncontrolling Interests for the 1-year performance period |

  55. 2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN

    Operating Cash Flow for compensation purposes equals:

  56. 2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN

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

  57. 2025 EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR THE CORPORATE PLAN

    2025 EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR THE CORPORATE PLAN Setting the targets with the appropriate level of difficulty underscores the importance of achieving or exceeding our annual operating plan (“AOP”) performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The 2025 EBITDA and Operating Cash Flow goals were set with this philosophy in mind. Target EBITDA and operating cash flow were established by the TMCC after reviewing the AOP and considering input from Farient, the Committee’s independent outside consultant. Target EBITDA (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2025 ranged from 10% for threshold performance (70% of target EBITDA) to a maximum of 200% for superior performance (115% of target EBITDA or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum. Target operating cash flow (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2025 ranged from 10% for threshold performance (70% of target operating cash flow) to a maximum of 200% for superior performance (115% of target operating cash flow or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum.

  58. 2025 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

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

  59. 2025 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 39 |

  60. 2025 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) | | | | $5,797 | 100% | | CMI Operating Cash Flow ($ millions) | | | | $3,666 | 80% | | | | | | Final Payout | 90% |

  61. 2025 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

    (1) Plan does not require that both measures are above threshold for a payout to occur (2) Interpolate for performance between discrete points In calculating the 2025 annual bonus, we made the following exclusions: EBITDA Exclusions: • $412 million of net costs related to one-time items not anticipated at the time performance targets were initially established, consisting of $458 million of costs related to charges in the Accelera segment that were partially offset by unanticipated one-time benefits Operating Cash Flow Exclusions: • $45 million of net cash outflows related to one-time items not anticipated at the time performance targets were initially established, consisting of (1) tariff costs incurred but not yet recovered, (2) costs related to Accelera actions and (3) benefits from lower cash tax payments as a result of the One Big Beautiful Bill Act

  62. 2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE HYBRID CORPORATE/ACCELERA PLAN

    2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE HYBRID CORPORATE/ACCELERA PLAN For the 2025 Hybrid Corporate/Accelera annual bonus plan, in which Ms. Davis participated, we decided to use EBITDA, weighted at 35%, Operating Cash Flow, weighted at 15%, Accelera Revenue, weighted at 20%, and performance as measured by an Accelera Strategic Scorecard, weighted at 30%. In approving those measures, the TMCC believed that the plan was aligned with our strategy for Accelera at the time, ensuring a balanced focus on profitable growth across the company while providing incentives specific to the Accelera participants’ business strategies and strong line of sight to goals and linkage of pay and performance. We also believed that maintaining an equal weighting between Cummins and Accelera would help to ensure Ms. Davis’ incentives were linked appropriately to the results of both the entire enterprise and Accelera given her responsibilities, which span across multiple segments within the company. EBITDA and Operating Cash Flow were the same under the Accelera plan as for the corporate plan. Accelera Revenue for compensation purposes was defined as revenue calculated in accordance with generally accepted accounting principles (GAAP), although we retained the discretion to adjust the calculation as described below. The components of the Accelera Strategic Scorecard are described below.

  63. 2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE TARGETS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE TARGETS FOR THE HYBRID CORPORATE/ACCELERA PLAN Setting the targets with the appropriate level of difficulty underscores the importance of achieving or exceeding our AOP performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The 2025 EBITDA, Operating Cash Flow, Accelera Revenue and Accelera Strategic Scorecard goals were set with this philosophy in mind. Target EBITDA, Operating Cash Flow and Accelera Revenue were established by the TMCC after reviewing the AOP and considering input from Farient, the Committee’s independent outside consultant. Target EBITDA (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2025 ranged from 10% for threshold performance (70% of target EBITDA) to a maximum of 200% for superior performance (115% of target EBITDA or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum.

  64. 2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE TARGETS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    Target Operating Cash Flow (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2025 ranged from 10% for threshold performance (70% of target operating cash flow) to a maximum of 200% for superior performance (115% of target operating cash flow or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum. Target Accelera Revenue (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2025 ranged from 10% for threshold performance (80% of target Accelera Revenue) to a maximum of 200% for superior performance (120% of target Accelera Revenue or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum. The Accelera Strategic Scorecard consisted of five strategic measures relating to financial performance, order volume, progress in development milestones, key market position, and cost reduction. The level of payout earned, between 10% for threshold performance and 200% for maximum performance, would be determined by the Talent Management and Compensation Committee in its discretion based on its evaluation of Accelera’s performance according to such strategic measures.

  65. 2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN Our 2025 adjusted EBITDA performance was $5,797 million, our adjusted operating cash flow performance was $3,666 million, Accelera Revenue performance was $460 million and performance against the Accelera Strategic Scorecard was 80%, which led to a payout factor under the Hybrid Corporate/Accelera Plan based on performance for Ms. Davis of 80% of target. However, our TMCC determined that an adjusted payout factor would more accurately reflect actual performance by Ms. Davis and Accelera for the year in light of certain developments outside of our control, including: • Lower market adoption rates leading to material volume changes from customers In total, we estimate that this factor outside of our control adversely impacted our revenue performance by $45 million in 2025. Based on this factor, the TMCC approved a bonus for Ms. Davis equal to 90% of the target.

  66. 2025 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) | | | | $5,797 | 100% | | CMI Operating Cash Flow ($ millions) | | | | $3,666 | 80% | | Accelera Revenue ($ millions) | | | | $460 | 90% | | Accelera Strategic Scorecard | Financial Performance Order Volume Progress in Development Milestones Key Market Position Cost Reduction | | | 80% of Target | 80% | | | | | | Final Payout | 80% (as calculated) 90% (as approved by TMCC) |

  67. 2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    (1)

  68. 2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 41 |

  69. 2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    In addition, in calculating the 2025 annual bonus under the Hybrid Corporate/Accelera Plan, we made the following exclusions: EBITDA Exclusions: • $412 million of net costs related to one-time items not anticipated at the time performance targets were initially established, consisting of $458 million of costs related to charges in the Accelera segment that were partially offset by unanticipated one-time benefits Operating Cash Flow Exclusions: • $45 million of net cash outflows related to one-time items not anticipated at the time performance targets were initially established, consisting of (1) tariff costs incurred but not yet recovered, (2) costs related to Accelera actions and (3) benefits from lower cash tax payments as a result of the One Big Beautiful Bill Act

  70. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  71. FORM OF LONG-TERM INCENTIVE AWARDS FOR 2025

    FORM OF LONG-TERM INCENTIVE AWARDS FOR 2025 The Cummins long-term incentive compensation program for 2025 consisted of performance shares and performance cash, weighted at 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.

  72. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS Based on our actual performance from January 1, 2023 through December 31, 2025, our adjusted ROIC was 17.45% and our 3-year Cumulative adjusted EBITDA was $15,908 million. As a result, the payout factor used to calculate the awards for all long-term incentive participants under the Cummins plan, including each Named Executive Officer other than Ms. Davis, was 160%.

  73. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    | Performance Measure (weighting) | Performance Threshold(1) (10% payout(2)) | Performance Target (100% payout) | Performance Maximum (200% payout) | Performance Achievement | Payout Percentage | | CMI ROIC | | | | 17.45% | 150% | | CMI EBITDA ($ millions) | | | | $15,908 | 200% | | | | | | Final Payout | 160% |

  74. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    (1)

  75. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 43 |

  76. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    In calculating the 2023-2025 long-term incentive plan performance, we made the following exclusions: • $1.372 billion of net benefit related to the divestiture of Atmus (including operating results) for 2024, $254 million of net benefit related to the divestiture of Atmus (including operating results) for 2023, and also excluded is $600 million of debt assumed on behalf of Atmus in 2023 • $2.036 billion charge relating to payments required for the settlement of U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. in 2023 • $458 million of costs related to the restructuring, impairment, and other charges in the Accelera segment in 2025 and $312 million of costs related to the Accelera reorganization in 2024 • $3.295 billion of debt assumed for the acquisition of Meritor in 2022 and $129 million related to the 2017 Tax Cuts and Jobs Act tax legislation For the Hybrid Corporate/Accelera program in which Ms. Davis participated, based on our actual performance from January 1, 2023 through December 31, 2025, our adjusted ROIC was 17.45% compared to the same performance goals, and reflecting the same exclusions, as under the Cummins plan. In addition, actual Accelera revenue was $1,228 million compared to the performance threshold, target and maximum of $1,200 million, $1,500 million and $1,800 million, respectively. As a result, the payout factor used to calculate the awards for all long-term incentive participants under the Hybrid Corporate/Accelera program, including Ms. Davis, was 50% of target. However, our TMCC determined that an adjusted payout factor would more accurately reflect actual performance by Ms. Davis and Accelera during the plan cycle in light of certain developments outside of our control, including: • Significantly lower market adoption rates relative to the plan’s cumulative revenue target driven primarily by changes in government incentives and other market factors In total, we estimate that these factors outside of our control adversely impacted our revenue performance by $273 million in 2023-2025 performance cycle. Based on these factors, the TMCC approved a performance share payout for Ms. Davis equal to 110% of the target.

  77. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    | Performance Measure (weighting) | Performance Threshold (10% payout) | Performance Target (100% payout) | Performance Maximum (200% payout) | Performance Achievement | Payout Percentage | | CMI ROIC | | | | 17.45% | 150% | | Accelera cumulative revenue ($ millions) | | | | $1,230 | 10% | | | | | | Final Payout | 50% (as calculated) 110% (as approved by TMCC) |

  78. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    Participants in the Hybrid Corporate/Accelera program also received a portion of their long-term incentive compensation for the 2023-2025 cycle in the form of grants of restricted stock units that were subject to vesting over time. The restricted stock units (30% of the award’s target value) were used instead of performance cash. In calculating the 2023-2025 Hybrid Corporate/Accelera long-term incentive plan performance, we made the following exclusions: • $1.372 billion of net benefit related to the divestiture of Atmus (including operating results) for 2024, $254 million of net benefit related to the divestiture of Atmus (including operating results) for 2023, as well as $600 million of debt assumed on behalf of Atmus in 2023 $2.036 billion charge relating to payments required for the settlement of U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. in 2023

  79. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    | 44 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  80. 2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

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

  81. 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) | | | |

  82. 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)

  83. 2025-2027 CORPORATE PLAN

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

  84. Special Equity Awards

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

  85. Special Equity Awards

    | Name | Total Target Award Value | Duration | | Bonnie Fetch | $2,000,000 • $1,000,000 for 2025 • $1,000,000 for 2026 | 2-year (2025-2026) | | 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) |

  86. Special Equity Awards

    The awards were or will be granted in multiple installments, with a grant occurring in each of the years indicated in the above table. The vesting of each year’s grant also was or will be contingent on meeting key milestones to be established for the year by the CEO, subject to approval by the Talent Management and Compensation Committee, and on continuous employment for a one-year vesting period (subject to limited exceptions). For Ms. Fetch, the key milestones for the first year’s grant in 2025 related to achieving certain safety targets and making progress on strategic objectives relating to business operations, processes and value delivery. In the fourth quarter of 2025, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2025, meaning that Ms. Fetch earned the 2025 grant of performance-based restricted stock units in full on February 19, 2026, when she satisfied the one-year vesting requirement. For Ms. Davis, the key milestones for the second year’s grant in 2025 related to achieving financial objectives for our Accelera and Components segments, achieving certain safety targets, managing changes and risks and growth initiatives and enhancing teamwork and collaboration. In the fourth quarter of 2025, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2025, meaning that Ms. Davis earned the 2025 grant of performance-based restricted stock units in full on February 19, 2026, when she satisfied the one-year vesting requirement. For Ms. Bush, the key milestones for the second year’s grant in 2025 related to achieving certain safety targets and cost savings objectives and developing strategy, completing assessments and demonstrating progress in key operational areas. In the fourth quarter of 2025, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2025, meaning that Ms. Bush earned the 2025 grant of performance-based restricted stock units in full on February 19, 2026, when she satisfied the one-year vesting requirement. The 2025 performance-based restricted stock units were deemed granted on the date on which performance was determined in the fourth quarter of 2025, and accordingly the grant values are reflected in the Summary Compensation Table based on the value of our stock on such date.

  87. ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT

    ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT For 2025, the Talent Management and Compensation Committee engaged Farient as its independent compensation consultant to provide input and advice to the Committee. The consultant also advises the Committee on non-employee director compensation. Other than the services provided to the Committee, Farient does not provide any other services to our company. Our Committee maintains a formal process to ensure the independence of any executive compensation advisor engaged by the Committee, including consideration of all factors relevant to the advisor’s independence from management, including those factors specified by the NYSE listing rules. The Committee assessed the independence of Farient in light of those factors and concluded that Farient is an independent compensation advisor and that its work for the Committee did not raise any conflict of interest. The Committee oversees the work of the consultant and has final authority to hire or terminate any consultant. The Committee also annually reviews structural safeguards to assure the independence of the consultant.

  88. ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 47 |

  89. Compensation Decisions Pertaining to our Named Executive Officers

    Compensation Decisions Pertaining to our Named Executive Officers The discussion below outlines each NEO’s responsibilities, performance highlights for 2025, the compensation decisions made, and incentive outcomes. The Talent Management and Compensation Committee believes the 2025 compensation packages for our NEOs and our executive compensation program align the interests of our shareholders and executives by emphasizing variable, at-risk compensation tied to measurable performance goals using an appropriate balance of short-term and long-term objectives.

  90. 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 table shows earned, rather than target, annual incentive award amounts. |

  91. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Rumsey served as Chairperson of our Board and Chief Executive Officer in 2025. She has served as Chairperson of our Board since August 2023 and as Chief Executive Officer since August 2022. At the beginning of 2025, the TMCC increased Ms. Rumsey’s base salary and target long-term incentive to better align her compensation with the external market. We did not increase her target bonus as a percentage of base salary, but the dollar amount increased due to the increase in her base salary. Ms. Rumsey’s target total direct compensation in 2025 compared to 2024 is shown in the charts above. In 2025, Ms. Rumsey: • Led the company’s overall operations in delivering strong sales of $34 billion, record adjusted EBITDA of $5.8 billion, and adjusted EPS of $23.78. Navigated a downturn in on-highway markets in North America and strong demand in power generation resulting in record performance in our Power Systems and Distribution segments • Played a leadership role in advancing Cummins strategy and progress towards our long-term financial goals • Delivered top quartile total shareholder return compared to our custom peer group and outpaced broader U.S. equity markets • Actively engaged with our shareholders to communicate our strategy and results • Coordinated our focus and engagement to enable us to monitor and effectively respond to the impact of changing U.S. and global trade and other policies • Partnered with key OEM and end customers to strengthen relations to deliver value and meet their evolving leaders • Actively engaged and communicated with employees globally and engaged in our talent and leadership strategies and programs to inspire, motivate, and develop our employees to reach their potential and deliver our mission, vision, and values Led the Cummins’ Board of Directors in partnership with our lead director to ensure an effective Board of Directors and corporate governance

  92. Compensation Decisions Pertaining to our Named Executive Officers

    | 48 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  93. Compensation Decisions Pertaining to our Named Executive Officers

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

  94. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2025 | $1,545,000 | Not Applicable | $1,533,750 | The realized salary differs from the target amount due to a change in salary that occurred during the year | | Annual Bonus for 2025 | $2,703,750 | 90% | $2,415,656 | $1,533,750 (2025 base salary earnings) x 175% (target as a percentage of base salary earnings) x 90% (2025 performance factor) | | Performance Cash for 2023-2025 cycle | $2,850,000 | 160% | $4,560,000 | $2,850,000 x 160% | | Performance Shares for 2023-2025 cycle | 27,960 | 160% | 44,736 Performance shares earned for 2023-2025 cycle, valued at $22,835,491 | Value reflected $510.45 stock price on December 31, 2025; 27,960 shares x 160% x $510.45 stock price |

  95. Compensation Decisions Pertaining to our Named Executive Officers

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 49 |

  96. 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 table shows earned, rather than target, annual incentive award amounts. |

  97. Compensation Decisions Pertaining to our Named Executive Officers

    Mr. Smith served as our Vice President – Chief Financial Officer in 2025. He has held this role since 2019. At the beginning of 2025, the TMCC increased Mr. Smith’s base salary, target bonus, and target long-term incentive awards to better align him with the external market. Mr. Smith’s target total direct compensation in 2025 compared to 2024 is shown in the charts above. In 2025, Mr. Smith: • Along with all leaders of the Company, delivered record adjusted EBITDA of $5.8 billion and adjusted EPS of $23.78 despite a downturn in our core on-highway markets in North America • Helped repatriate $1.3 billion of cash from overseas to reinforce our U.S. liquidity • Maintained strong credit ratings with Moody’s Investor Services and Standard & Poor’s Rating Services • Ensured the company maintained strong controls over its assets and financial reporting • Co-led multiple leadership development programs for our emerging global leaders Mr. Smith’s target compensation compared to his realized compensation for 2025 is shown in the table below:

  98. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2025 | $903,000 | Not Applicable | $896,500 | The realized salary differs from the target amount due to a change in salary that occurred during the year | | Annual Bonus for 2025 | $948,150 | 90% | $847,193 | $896,500 (2025 base salary earnings) x 105% (target as a percentage of base salary earnings) x 90% (2025 performance factor) | | Performance Cash for 2023-2025 cycle | $900,000 | 160% | $1,440,000 | $900,000 x 160% | | Performance Shares for 2023-2025 cycle | 8,830 | 160% | 14,128 Performance shares earned for 2023-2025 cycle, valued at $7,211,638 | Value reflected $510.45 stock price on December 31, 2025; 8,830 shares x 160% x $510.45 stock price |

  99. Compensation Decisions Pertaining to our Named Executive Officers

    | 50 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  100. 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 a special equity award consisting of performance-based restricted stock units under “Special Equity Awards” and because the table shows earned, rather than target, annual incentive award amounts. |

  101. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Davis served as our Vice President and President – Accelera and Components in 2025. She has held this role since 2023. At the beginning of 2025, the TMCC increased Ms. Davis’ base salary and target long-term incentive award to better align her with the external market. Ms. Davis’ target total direct compensation in 2025 compared to 2024 is shown in the charts above. We did not increase her target bonus as a percentage of base salary, but the dollar amount increased due to the increase in her base salary. In 2025, Ms. Davis: • Oversaw two major business segments: the global Components segment, with $10.1 billion in sales, approximately 20,000 employees, and more than 60 locations; and the Accelera segment, with $460 million in sales • Navigated regulatory, tariff and market uncertainty in North America to right size the businesses and continue consistent customer delivery throughout the year • Delivered better EBITDA margins in the Components segment despite a North America market downturn and post-Atmus divestiture by improving efficiency and streamlining overhead • Drove integration of the Meritor and Forvia acquisitions surpassing value capture commitments • Oversaw a strategic analysis of Accelera resulting in a restructuring that will reduce operating cost structure to enable significantly reduced EBITDA losses in future years • Chaired the Board of the Amplify Cell Technologies joint venture, guiding the leadership and Board members through strategic evaluations and investment decisions amidst uncertain North American adoption scenarios Ms. Davis’ target compensation compared to her realized compensation for 2025 is shown in the table below:

  102. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2025 | $747,000 | Not Applicable | $741,500 | The realized salary differs from the target amount due to a change in salary that occurred during the year | | Annual Bonus for 2025 | $747,000 | 90% | $667,350 | $741,500 (2025 base salary earnings) x 100% (target as a percentage of base salary earnings) x 90% (2025 performance factor) | | Performance Cash for 2023-2025 cycle | $0 | Not applicable | $0 | Ms. Davis was on the Hybrid Corporate/Accelera long-term incentive plan for the 2023-2025 cycle. This plan used restricted stock units instead of performance cash. | | Performance Shares for 2023-2025 cycle | 4,710 | 110% | 5,181 Performance shares earned for 2023-2025 cycle, valued at $2,644,641 | Value reflected $510.45 stock price on December 31, 2025; 4,710 shares x 110% x $510.45 stock price | | Restricted Stock Units for the 2023-2025 cycle | 2,020 | Not applicable | 2,020 restricted stock units earned for the 2023-2025 cycle, valued at $1,031,109 | Value reflected $510.45 stock price on December 31, 2025; 2,020 restricted stock units x $510.45 stock price |

  103. 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 a special equity award consisting of performance-based restricted stock units under “Special Equity Awards” and because the table shows earned, rather than target, annual incentive award amounts. |

  104. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Bush served as our Vice President and President – Power Systems in 2025. She has held this role since 2022. At the beginning of 2025, the TMCC increased Ms. Bush’s base salary, target bonus, and target long-term incentive award to better align her with the external market. In 2025, Ms. Bush: • Delivered 16% revenue growth and 44% increase in segment EBITDA, year over year • Acquired and fully integrated ‘First Mode’, a hybrid mining technology company to enable fuel consumption and carbon reduction technologies to be adopted in mining applications • Delivered 25% year over year reduction in injuries and severe injuries in PSBU plants • Launched next generation Power Generation ‘Centum branded’ products for application into Datacenter capacity and executed vertical integration growth programs to deliver maximum value to customers • Executed capital expansion plans to deliver significant large engine volume delivery for consumption within the rapidly expanding data center markets in 2026 and beyond • Chaired Cummins India Limited board to top 150 status in the India stock exchange and celebrated 30 years of listing on the National Stock Exchange (NSE) of India • Graduated global leadership development programs in North America to continue to seed senior executive leaders into the talent pipeline at Cummins • Awarded U.S. Government defense contract to develop and supply 500 kW tactical power generation systems Ms. Bush’s target compensation compared to her realized compensation for 2025 is shown in the table below:

  105. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2025 | $689,000 | Not Applicable | $679,250 | The realized salary differs from the target amount due to a change in salary that occurred during the year | | Annual Bonus for 2025 | $689,000 | 90% | $611,325 | $679,250 (2025 base salary earnings) x 100% (target as a percentage of base salary earnings) x 90% (2025 performance factor) | | Performance Cash for 2023-2025 cycle | $360,000 | 160% | $576,000 | $360,000 x 160% | | Performance Shares for 2023-2025 cycle | 3,530 | 160% | 5,648 Performance shares earned for 2023-2025 cycle, valued at $2,883,022 | Value reflected $510.45 stock price on December 31, 2025; 3,530 shares x 160% x $510.45 stock price |

  106. Compensation Decisions Pertaining to our Named Executive Officers

    | 52 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  107. Compensation Decisions Pertaining to our Named Executive Officers

    | Bonnie J. Fetch 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 a special equity award consisting of performance-based restricted stock units under “Special Equity Awards” and because the table shows earned, rather than target, annual incentive award amounts. |

  108. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Fetch served as our Vice President and President – Distribution during 2025 until March 15, 2025, when she was appointed to the role of Executive Vice President and President – Operations. In 2025, the TMCC increased Ms. Fetch’s base salary, target bonus, and target long-term incentive award to better align her with the external market and reflect her role change. In 2025, Ms. Fetch: • Led a second consecutive year of safety performance improvement across the corporation to reach the top quartile performance within three years and our company’s best ever performance in the previous decade • Led operating functions to deliver value through expansion of shared services/best delivery model, IT operating model change, executing advanced analytics and AI projects and building transformation capability • Led the company’s aggressive gross margin improvement goals through supply chain in purchasing, manufacturing, planning and logistics while effectively managing tariffs • Launched key elements of our revitalized Operating System including Augmented Six Sigma and Reimagined Lean as we continue to bring our vision to build an industry leading, innovative operating system that unlocks significant value through customer-centric and business outcome-focused execution • Led the work of AI and our Digital Core development to support our Agentic AI journey • Personally led key leadership programs to develop front line leaders through executive development candidates Ms. Fetch’s target compensation compared to her realized compensation for 2025 is shown in the table below:

  109. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2025 | $660,000 | Not Applicable | $642,292 | The realized salary differs from the target amount due to a change in salary that occurred during the year | | Annual Bonus for 2025 | $594,000 | 90% | $508,117 | $642,292 (2025 base salary earnings) x 87.9% (pro-rated target as a percentage of base salary earnings) x 90% (2025 performance factor) | | Performance Cash for 2023-2025 cycle | $210,000 | 160% | $336,000 | $210,000 x 160% | | Performance Shares for 2023-2025 cycle | 2,060 | 160% | 3,296 Performance shares earned for 2023-2025 cycle, valued at $1,682,443 | Value reflected $510.45 stock price on December 31, 2025; 2,060 shares x 160% x $510.45 stock price |

  110. Compensation Decisions Pertaining to our Named Executive Officers

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 53 |

  111. 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 paying within a competitive range centered around 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. |

  112. 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, as well as time-vesting equity awards granted to such officers, are subject to potential 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. |

  113. COMPENSATION RECOUPMENT

    COMPENSATION RECOUPMENT We maintain a compensation recoupment, or “clawback,” policy that includes three components: • The policy provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials. The policy also provides that, if any of our financial statements are required to be restated in a qualifying accounting restatement as a result of the fraudulent actions of any officer, the Talent Management and Compensation Committee may direct that we recover all or a portion of any award, including any time-vesting or performance-based equity award, or any past or future compensation other than base salary from the responsible officer with respect to any year for which our financial results are adversely affected by such restatement.

  114. COMPENSATION RECOUPMENT

    The policy also authorizes us to recover, reduce or cancel all or any portion of any award, including any time-vesting or performance-based equity award, or any past or future compensation other than base salary paid or awarded to, or earned by, an officer if the officer has engaged in conduct that (a) constitutes a failure to appropriately identify, escalate, monitor, or manage risks or is otherwise contrary to our best interests and (b) has caused, or might reasonably be expected to cause, significant reputational or financial harm to our company.

  115. 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:

  116. 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 |

  117. 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.

  118. 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.

  119. 2025 Summary Compensation Table and Supplemental Tables

    2025 Summary Compensation Table and Supplemental Tables

  120. 2025 Summary Compensation Table and Supplemental Tables

    | Name and Principal Position | Year | Annual Salary | (1) Bonus | (2) Stock Awards | (3) Non-Equity Incentive Plan Compensation | (4) Change in Pension Value and Nonqualified Deferred Compensation Earnings | (5) All Other Compensation | Total Compensation | | J. W. Rumsey, Chair and Chief Executive Officer | 2025 | $1,533,750 | $0 | $6,429,004 | $6,975,656 | $4,852,938 | $114,184 | $19,905,532 | | | 2024 | $1,500,000 | $0 | $10,607,720 | $7,837,500 | $1,818,569 | $93,320 | $21,857,109 | | | 2023 | $1,500,000 | $0 | $6,186,989 | $3,266,250 | $1,834,671 | $58,158 | $12,846,068 | | M. A. Smith, Vice President and Chief Financial Officer | 2025 | $896,500 | $0 | $2,236,541 | $2,287,193 | $2,149,931 | $36,732 | $7,606,897 | | | 2024 | $862,750 | $0 | $4,164,137 | $2,479,175 | $1,500,437 | $34,057 | $9,040,556 | | | 2023 | $805,000 | $0 | $1,953,902 | $2,268,500 | $1,549,446 | $32,099 | $6,608,947 | | A.R. Davis, Vice President and President – Accelera and Components(6) | 2025 | $741,500 | $0 | $2,715,036 | $667,350 | $2,255,744 | $45,030 | $6,424,660 | | | 2024 | $725,000 | $0 | $4,210,827 | $1,690,000 | $1,291,704 | $50,742 | $7,968,273 | | J. M. Bush Vice President and President – Power Systems(6) | 2025 | $679,250 | $0 | $2,549,470 | $1,187,325 | $1,305,233 | $30,167 | $5,751,445 | | | 2024 | $650,000 | $0 | $3,410,366 | $1,444,500 | $702,207 | $28,983 | $6,236,056 | | B. J. Fetch Executive Vice President and President – Operations(6) | 2025 | $642,292 | $0 | $2,493,346 | $844,117 | $515,295 | $17,369 | $4,512,419 |

  121. 2025 Summary Compensation Table and Supplemental Tables

    (1) Our annual bonuses are performance based, not discretionary, and are therefore included as Non-Equity Incentive Plan Compensation in the table above. (2) 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 Report on Form 10-K in Note 18 to the Consolidated Financial Statements for 2025. 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 2025 awards at the grant date assuming the highest level of performance conditions are attained are as follows: J.W. Rumsey – $12,858,008; M.A. Smith – $4,473,083; A.R. Davis – $2,458,231; J.M. Bush – $2,127,100; B.J. Fetch – $2,014,852. 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 2025 were determined, as follows: A.R. Davis – $1,485,920; J.M. Bush – $1,485,920; B.J. Fetch – $1,485,920. (3) The amounts shown in this column for 2025 consist of (i) payments made in March 2026 under the Annual Bonus Plan for 2025 performance and (ii) payments for the performance cash component of our long term incentive compensation program, which were paid in March 2026 based on our 2023-2025 performance. A.R. Davis does not have performance cash, as the Hybrid Corporate/Accelera 2023-2025 plan replaced performance cash with restricted stock units. The payments for each Named Executive Officer from these sources were:

  122. 2025 Summary Compensation Table and Supplemental Tables

    | | J.W. Rumsey | M. A. Smith | A.R. Davis | J.M. Bush | B.J. Fetch | | Annual Bonus Plan | $2,415,656 | $847,193 | $667,350 | $611,325 | $508,117 | | Performance Cash | $4,560,000 | $1,440,000 | $0 | $576,000 | $336,000 | | TOTAL | $6,975,656 | $2,287,193 | $667,350 | $1,187,325 | $844,117 |

  123. 2025 Summary Compensation Table and Supplemental Tables

    (4) The 2025 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:

  124. 2025 Summary Compensation Table and Supplemental Tables

    | | J.W. Rumsey | M. A. Smith | A.R. Davis | J.M. Bush | B.J. Fetch | | Cummins Inc. Pension Plan A (Qualified) | $48,138 | $50,212 | $43,243 | $34,489 | $26,262 | | Cummins Excess Benefit Plan (Non-qualified) | $372,268 | $155,781 | $96,888 | $89,103 | $67,863 | | Supplemental Life Insurance and Deferred Income Program (Non-qualified) | $4,432,532 | $1,943,938 | $1,865,035 | $1,181,641 | $421,170 | | Sub-total | $4,852,938 | $2,149,931 | $2,005,166 | $1,305,233 | $515,295 | | Above-market earnings on non-qualified deferred compensation: | $0 | $0 | $250,578 | $0 | $0 | | TOTAL | $4,852,938 | $2,149,931 | $2,255,744 | $1,305,233 | $515,295 |

  125. 2025 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.

  126. 2025 Summary Compensation Table and Supplemental Tables

    | 58 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  127. 2025 Summary Compensation Table and Supplemental Tables

    This column consists of the following for 2025:

  128. 2025 Summary Compensation Table and Supplemental Tables

    | | J.W. Rumsey | M. A. Smith | A.R. Davis | J.M. Bush | B.J. Fetch | | Financial Counseling | $14,370 | $14,370 | $14,370 | $14,370 | $2,361 | | Personal use of Company Aircraft | $80,876 | $0 | $12,956 | $0 | $0 | | Life Insurance Costs | $6,188 | $9,612 | $4,954 | $3,047 | $2,258 | | Company Contributions under the Retirement and Savings Plan | $12,750 | $12,750 | $12,750 | $12,750 | $12,750 | | TOTAL | $114,184 | $36,732 | $45,030 | $30,167 | $17,369 |

  129. 2025 Summary Compensation Table and Supplemental Tables

    Personal use of Company Aircraft was calculated using an average indicated hourly cost of $3,926, 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. Ms. Fetch was not a named executive officer in 2024 or 2023, so, in accordance with the SEC’s disclosure requirements, only one year of compensation information is provided for her. Ms. Davis and Ms. Bush were not named executive officers in 2023, so, in accordance with the SEC’s disclosure requirements, only two years of compensation is provided for them.

  130. 2025 Summary Compensation Table and Supplemental Tables

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 59 |

  131. 2025 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.

  132. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  133. Grants of Plan-Based Awards in 2025

    | | | | | | | | | | 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) | $268,406 | $2,684,063 | $5,368,125 | | | | | | | | | | N/A | N/A(2) | $345,000 | $3,450,000 | $6,900,000 | | | | | | | | | | 4/3/25 | 2/10/25(3) | | | | 2,291 | 22,910 | 45,820 | | | | $6,429,004 | | M. A. Smith | N/A | N/A(1) | $94,133 | $941,325 | $1,882,650 | | | | | | | | | | N/A | N/A(2) | $120,000 | $1,200,000 | $2,400,000 | | | | | | | | | | 4/3/25 | 2/10/25(3) | | | | 797 | 7,970 | 15,940 | | | | $2,236,541 | | A.R. Davis | N/A | N/A(1) | $74,150 | $741,500 | $1,483,000 | | | | | | | | | | N/A | N/A(2) | $66,000 | $660,000 | $1,320,000 | | | | | | | | | | 4/3/25 | 2/10/25(3) | | | | 438 | 4,380 | 8,760 | | | | $1,229,116 | | | 12/18/25 | 12/18/25(5) | | | | | | | 2,911 | | | $1,485,920 | | J.M. Bush | N/A | N/A(1) | $67,925 | $679,250 | $1,358,500 | | | | | | | | | | N/A | N/A(2) | $57,000 | $570,000 | $1,140,000 | | | | | | | | | | 4/3/25 | 2/10/25(3) | | | | 379 | 3,790 | 7,580 | | | | $1,063,550 | | | 12/18/25 | 12/18/25(5) | | | | | | | 2,911 | | | $1,485,920 | | B.J. Fetch | N/A | N/A(1) | $56,457 | $564,574 | $1,129,149 | | | | | | | | | | N/A | N/A(2) | $54,000 | $540,000 | $1,080,000 | | | | | | | | | | 4/3/25 | 2/10/25(3) | | | | 359 | 3,590 | 7,180 | | | | $1,007,426 | | | 12/18/25 | 12/18/25(5) | | | | | | | 2,911 | | | $1,485,920 |

  134. Grants of Plan-Based Awards in 2025

    (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 the Corporate plan, our performance is measured by EBITDA weighted at 70% and operating cash flow weighted at 30% as defined by the plan. For purposes of the Hybrid Corporate/Accelera plan in which Ms. Davis participated, our performance is measured by EBITDA weighted at 35%, operating cash flow weighted at 15%, Accelera revenue weighted at 20%, and an Accelera Strategic Scorecard weighted at 30%. 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 2025, 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 2025-2027 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 0.0 to 2.0 of the target award amount. The target award will be earned if our ROIC and EBITDA levels for 2025-2027 are equal to the targeted ROIC and EBITDA levels established for that period. The Threshold Payment (10% of the target award) will be earned if our ROIC is at 13% 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 at/above 19% for the period and EBITDA is 15% above the targeted EBITDA for the period. To the extent earned, payments will be made in March 2028. (3) In 2025, 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 2025-2027, based on the same measures as established for the target performance cash awards. The target award number of shares will be earned if our ROIC and EBITDA for 2025-2027 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, 2025, grant date fair value for performance shares, based upon probable outcome of the performance conditions to which they are subject, is $280.62/ 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). The December 18, 2025, grant date fair value for performance-based restricted stock unit awards, based upon probable outcome of the performance conditions to which they are subject, is $510.45/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). In 2025, we granted performance-based restricted stock units under our 2012 Omnibus Incentive Plan, as described under the heading “Special Equity Awards.”

  135. Grants of Plan-Based Awards in 2025

    | 60 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  136. Grants of Plan-Based Awards in 2025

    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, 2025, and amounts realized on equity compensation during the last year as a result of the vesting or exercise of equity awards.

  137. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End

  138. Outstanding Equity Awards at 2025 Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | J.W. Rumsey | 13,320(4) | | $142.12 | 4/6/2030 | 10,228 | $5,220,883 | 104,320 | $53,250,144 | | | 1,235(5) | | $166.18 | 10/16/2029 | | | | | | | 12,330(6) | | $163.43 | 4/4/2029 | | | | | | | 6,950(7) | | $160.10 | 4/3/2028 | | | | | | | 8,760(8) | | $149.72 | 4/3/2027 | | | | | | M. A. Smith | | | | | 3,942 | $2,012,194 | 39,040 | $19,927,968 | | A.R. Davis | 800(9) | | $170.95 | 7/1/2030 | 8,639 | $4,409,778 | 21,700 | $11,076,765 | | | 2,130(4) | | $142.12 | 4/6/2030 | | | | | | | 2,160(6) | | $163.43 | 4/4/2029 | | | | | | J.M. Bush | 3,200(4) | | $142.12 | 4/6/2030 | 5,127 | $2,617,077 | 17,440 | $8,902,248 | | | 1,070(6) | | $163.43 | 4/4/2029 | | | | | | B.J. Fetch | 752(4) | | $142.12 | 4/6/2030 | 4,871 | $2,486,402 | 14,580 | $7,442,361 |

  139. Outstanding Equity Awards at 2025 Year-End

    (1) The restricted share units shown in this column consist of (i) Performance based Restricted Stock Units (PRSUs) that were granted on December 18, 2025, to be earned in a multiple ranging from 0.0 to 1.0 of the target award, based on performance during 2025. The following PRSUs will vest in one year: 2,911 for Ms. Davis, Ms. Bush, and Ms. Fetch; (ii) Matching Restricted Share Units (RSUs) that were granted as part of the Deposit Share Program on May 31, 2024, will vest on the fourth anniversary of the grant date (10,228 for Ms. Rumsey; 3,942 for Mr. Smith; 3,708 for Ms. Davis, 2,216 for Ms. Bush and 1,960 for Ms. Fetch); and (iii) Restricted Stock Units that were granted on April 3, 2023, as part of the Hybrid Corporate/Accelera 2023-2025 LTI program, with RSUs vesting on March 1, 2026 (2,020 for Ms. Davis). (2) The price per share used to calculate the market value was $510.45 the unadjusted closing price of our Common Stock on the NYSE on December 31, 2025, the last trading day of the year. (3) Target awards of performance shares were granted in April 2024 and April 2025 to be earned in a multiple ranging from 0.0 to 2.0 of the target award, based on our performance during 2024-2026 and 2025-2027, respectively. The performance shares earned from the April 2024 grants will be awarded in March 2027, and the performance shares earned from the April 2025 grants will be awarded in March 2028. Performance for the 2024-2026 period in the aggregate, as well as for 2025 alone were above target; therefore, the maximum amounts are shown for the April 2024 and April 2025 grants. (4) 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. (5) 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. (6) 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. (7) 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. (8) 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. 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.

  140. Outstanding Equity Awards at 2025 Year-End

    | EXECUTIVE COMPENSATION | CUMMINS 2026 PROXY | 61 |

  141. Outstanding Equity Awards at 2025 Year-End

    The outstanding awards of performance shares as of December 31, 2025 for the 2024-2026 and 2025-2027 award cycles, shown at target, were as follows:

  142. Outstanding Equity Awards at 2025 Year-End

    | Name | Grant Year | Number of Units of Performance Shares | | J.W. Rumsey | 2025 | 45,820 | | | 2024 | 58,500 | | M. A. Smith | 2025 | 15,940 | | | 2024 | 23,100 | | A.R. Davis | 2025 | 8,760 | | | 2024 | 12,940 | | J.M. Bush | 2025 | 7,580 | | | 2024 | 9,860 | | B.J. Fetch | 2025 | 7,180 | | | 2024 | 7,400 |

  143. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  144. Option Exercises and Stock Vested in 2025

    | 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 | 4,570 | $1,676,824 | 34,560 | $12,724,301 | | M. A. Smith | 54,320 | $14,443,343 | 10,365 | $3,816,186 | | A.R. Davis | 1,985 | $492,840 | 13,415 | $5,015,990 | | J.M. Bush | 0 | $0 | 8,901 | $3,354,026 | | B.J. Fetch | 0 | $0 | 2,070 | $762,133 |

  145. Option Exercises and Stock Vested in 2025

    (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 2022 to be earned in a multiple ranging from zero to two times the target award, based on our performance during 2022-2024. Amy Davis also received a grant of restricted stock shares on March 1, 2021. The third tranche of this grant vested on March 1, 2025. The number of shares vested for Amy Davis and Jenny Bush also includes shares earned in 2025 under their special equity awards described above in the “Special Equity Awards” section. 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 units were calculated using the unadjusted closing price of our Common Stock on the applicable vesting date.

  146. Option Exercises and Stock Vested in 2025

    | 62 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  147. Pension Benefits for 2025

    Pension Benefits for 2025

  148. Pension Benefits for 2025

    | 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) | 25 | $458,086 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 25 | $1,080,444 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 25 | $11,203,483 | $0 | | M. A. Smith | Cummins Pension Plan (Qualified) | 30 | $500,510 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 30 | $710,369 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 30 | $9,736,938 | $0 | | A.R. Davis | Cummins Pension Plan (Qualified) | 31 | $396,707 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 31 | $291,438 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 31 | $5,918,609 | $0 | | J.M. Bush | Cummins Pension Plan (Qualified) | 29 | $246,967 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 29 | $267,547 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 29 | $3,243,395 | $0 | | B.J. Fetch | Cummins Pension Plan (Qualified) | 7 | $119,335 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 7 | $151,093 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 7 | $1,039,094 | $0 |

  149. 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 when age at commencement precedes age 60.

  150. 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. The investment options within our Deferred Compensation Plan had the following annual returns in 2025:

  151. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | Account Crediting Option | 2025 Annual Return | | Advisor Managed Portfolio – Conservative Allocation | 9.15% | | Advisor Managed Portfolio – Moderate Allocation | 11.77% | | Advisor Managed Portfolio – Moderate Growth Allocation | 14.22% | | Advisor Managed Portfolio – Growth Allocation | 16.46% | | Advisor Managed Portfolio – Aggressive Allocation | 18.51% | | Ten Year Treasury Note + 2% | 6.28% | | Ten Year Treasury Note + 4% | 8.28% | | Fidelity VIP Gov’t Money Market – Initial Class | 4.13% | | Fidelity VIP Bond Index-Initial Class | 6.98% | | Fidelity VIP Investment Grade Bond – Initial Class | 7.22% | | Barclays Capital U.S. Government/Credit Bond Index | 7.16% | | DFA VA U.S. Large Value | 15.83% | | Schwab S&P 500 Index | 17.83% | | Standard & Poor’s 500 Index | 16.39% | | American Funds IS Growth – Class 1 | 20.53% | | DFA VA U.S. Targeted Value | 8.95% |

  152. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | 64 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  153. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | Account Crediting Option | 2025 Annual Return | | Fidelity VIP Extended Market Index Init | 12.32% | | Lord Abbett Series Developing Growth – Class VC | 14.59% | | DFA VA International Value | 45.64% | | Fidelity VIP International Index-Initial Class | 33.14% | | Vanguard VIF International | 19.97% |

  154. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    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.

  155. Non-Qualified Deferred Compensation in 2025

    Non-Qualified Deferred Compensation in 2025

  156. Non-Qualified Deferred Compensation in 2025

    | 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 | | A.R. Davis | $540,000 | $0 | $436,257 | $0 | $3,730,077 | | J.M. Bush | $0 | $0 | $0 | $0 | $0 | | B.J. Fetch | $0 | $0 | $0 | $0 | $0 |

  157. Non-Qualified Deferred Compensation in 2025

    (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; A.R. Davis $250,578; J.M. Bush $0; B.J. Fetch $0. (2) 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; A.R. Davis $1,860,494; J.M. Bush $0; B.J. Fetch $0.

  158. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  159. 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.

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

    | 66 | CUMMINS 2026 PROXY | EXECUTIVE COMPENSATION |

  161. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT 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 2025, and that the price per share of our Common Stock is the closing price as of that date, $510.45.

  162. 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 2025 is set forth below. Ms. Rumsey’s compensation (as reported in the Summary Compensation Table) for 2025 was 312 times the similarly calculated compensation of our median employee. The compensation amounts used to calculate the ratio are as follows:

  163. PAY RATIO DISCLOSURE

    | 2025 Annual Total Compensation | | | J. W. Rumsey | $19,905,532 | | Median Employee | $63,834 |

  164. PAY RATIO DISCLOSURE

    To identify our median employee, we began by reviewing the 2025 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, 2025. Approximately 41% 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.

  165. PAY RATIO DISCLOSURE

    | CUMMINS 2026 PROXY | 71 |

  166. 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.

  167. 2025 Pay Vs. Performance Table

    2025 Pay Vs. Performance Table

  168. 2025 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) | | | | 2025 | $19,905,532 | $37,319,088 | N/A | N/A | $6,073,855 | $9,259,195 | $253.8 | $207.9 | $2,843 | $5,385 | | 2024 | $21,857,109 | $32,686,322 | N/A | N/A | $7,900,486 | $10,028,982 | $169.9 | $175.9 | $3,946 | $6,326 | | 2023 | $12,846,068 | $12,821,542 | N/A | N/A | $4,698,631 | $4,035,580 | $114.1 | $150.3 | $735 | $3,017 | | 2022 | $7,133,411 | $8,912,042 | $11,521,051 | $6,424,086 | $3,223,819 | $4,301,797 | $112.2 | $125.4 | $2,151 | $3,799 | | 2021 | N/A | N/A | $15,645,919 | $17,265,880 | $5,560,018 | $4,868,941 | $98.3 | $118.0 | $2,131 | $3,251 |

  169. 2025 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: – 2025: J. Bush, A. Davis, B.J. Fetch, and M.A. Smith – 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, S. Padmanabhan, LL. Satterwaite, and M.A. Smith – 2021: J.W. Rumsey, 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 2020 by market capitalization and is calculated using a base date of December 31, 2020. 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 reduced the size of their business. The indexed TSR value for 2025 under our prior 2023 Custom Peer Group would have been $206.0. (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:

  170. 2025 Pay Vs. Performance Table

    | 72 | CUMMINS 2026 PROXY |

  171. 2025 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) | $19,905,532 | $(4,852,938) | $570,268 | $(6,429,004) | $11,269,773 | $11,287,476 | $5,567,982 | $0 | $0 | $37,319,088 | | Non-CEO NEOs (avg) | $6,073,855 | $(1,556,551) | $151,371 | $(2,498,598) | $3,538,208 | $2,492,027 | $1,058,883 | $0 | $0 | $9,259,195 |

  172. 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. 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. In 2025, CAP to our CEO increased in conjunction with TSR performance. Although EBITDA and GAAP Net Income decreased due to one-time and non-recurring charges related to our Accelera segment, our stock price increased due to investor confidence in Cummins’ underlying profitability and growth in earnings when adjusted for the Accelera charges. As a result, CAP increased for our CEO along with Cummins’ stock price appreciation. Average CAP to our Non-CEO NEOs declined slightly in 2025 due to changes in the individuals constituting our NEOs. 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.

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

    | CUMMINS 2026 PROXY | 73 |

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

    As shown in the graph below, our company’s TSR has historically tracked with our Custom Peer Group. In 2025, Cummins’ TSR exceeded that of our peer group.

  175. Tabular List of Performance Measures

    | 74 | CUMMINS 2026 PROXY | DIRECTOR COMPENSATION |

  176. Annual Compensation

    | DIRECTOR COMPENSATION | CUMMINS 2026 PROXY | 75 |

  177. 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 | $199,075 | $89,926 | $2,000 | $431,001 | | B. V. Di Leo Allen | $140,000 | $199,075 | $0 | $0 | $339,075 | | C.A. Harris(5) | $160,000 | $199,075 | $21,777 | $1,057 | $381,909 | | T. J. Lynch(5) | $205,000 | $199,075 | $0 | $0 | $404,075 | | W. I. Miller(6) | $165,000 | $199,075 | $87,049 | $0 | $451,124 | | K.A. Nelson(5) | $140,000 | $199,075 | $0 | $50,000 | $389,075 | | K.H. Quintos | $160,000 | $199,075 | $915 | $50,000 | $409,991 | | G.L. Belske(5) | $165,000 | $199,075 | $0 | $41,550 | $405,625 | | D.W. Fisher(5) | $140,000 | $199,075 | $3,400 | $0 | $342,476 | | J.H. Stone | $140,000 | $199,075 | $0 | $2,500 | $341,575 | | M. Tsien | $116,667 | $152,078 | $0 | $500 | $269,245 |