CUMMINS INC (CMI)
Sector: Industrials
2026 Annual Meeting Analysis
CUMMINS INC · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Items 1 through 11 on the Proxy Card)
CEO and Chair since 2022/2023; Cummins' 3-year total return of +152.9% outperforms the compensation peer group median by +88.7 percentage points, well above the 65-point threshold needed to trigger a vote against — no TSR concern, and no overboarding, attendance, or independence issues.
Director since 2022; strong financial expertise as former EY Deputy Managing Partner and designated audit committee financial expert; CMI's strong outperformance versus peers clears the TSR threshold comfortably, and no other policy flags apply.
Director since 2015; extensive international and technology experience; CMI's 3-year outperformance of +88.7pp versus peer median exceeds the 65pp trigger threshold, so no TSR concern; no overboarding, attendance, or independence issues noted.
Director since 2023; former Chairman and CEO of Ball Corporation with deep manufacturing and finance experience; CMI's strong TSR outperformance clears the policy threshold and no other flags apply.
Director since 2021; senior investment banking executive with broad financial and capital markets expertise; CMI outperforms peer group by +88.7pp on a 3-year basis, well above the 65pp trigger, and no other policy concerns arise.
Lead Director since 2015; retired Chairman and CEO of TE Connectivity with extensive public company board leadership experience; CMI's 3-year TSR versus peers clears the policy threshold by a wide margin and no other flags apply.
Director since 1989 and Compensation Committee Chair; long-serving director with financial and investment background providing deep institutional knowledge; CMI's strong 3-year peer outperformance clears the TSR policy threshold and no other concerns are identified.
Director since 2020; former General Mills SVP with expertise in sustainability, marketing, and international operations; CMI's 3-year TSR outperformance of +88.7pp versus peer median clears the 65pp threshold and no other policy flags apply.
Director since 2017; former Chief Customer Officer at Dell Technologies with deep technology, marketing, and sustainability experience; CMI's strong 3-year TSR relative to peers clears the policy threshold and no other flags arise.
Director since 2024; currently CEO of Allegion plc with extensive industrial and technology leadership experience; joined within the last 24 months and is therefore exempt from the TSR trigger under policy, and no other concerns apply.
Director since 2025; retired GM EVP and CTO with deep automotive technology and China market expertise; joined within the last 24 months and is exempt from the TSR trigger under policy, and no other concerns apply.
All 11 director nominees receive a FOR vote. Cummins' 3-year total return of +152.9% outperforms the compensation peer group median by +88.7 percentage points, which exceeds the 65-point underperformance threshold required to trigger a vote against under the strong-positive TSR tier — meaning the TSR trigger does not fire for any director. No overboarding, attendance failures, independence issues, or familial relationship concerns were identified for any nominee. Two recently added directors (Stone 2024, Tsien 2025) are within the 24-month new-director exemption period regardless.
Say on Pay
✓ FORCEO
J. W. Rumsey
Total Comp
$19,905,532
Prior Support
N/A
CEO total compensation of approximately $19.9 million is within a reasonable range for the head of a $76 billion market cap industrial conglomerate generating $33.7 billion in revenue, and the pay mix is heavily weighted toward variable, performance-based pay — roughly 85–90% of target direct compensation for the CEO comes from at-risk incentive awards including performance stock and performance cash tied to 3-year ROIC and EBITDA targets, which is well above the 50% variable threshold required by policy. Pay-for-performance alignment is strong: the 2023–2025 long-term incentive cycle paid out at 160% of target, reflecting genuine outperformance of financial goals (3-year cumulative EBITDA of $15.9B versus a target of $13.3B and ROIC of 17.45% versus a 15.00% target), and this outcome is validated by Cummins' stock delivering +152.9% over 3 years, far ahead of both the peer group median (+64.2%) and the XLI sector ETF benchmark (+69.0%). The company maintains a robust clawback policy covering restatements and misconduct, stock ownership requirements of 5x salary for the CEO, and an independent compensation consultant, all of which represent sound governance practices.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$20,700,000
Non-Audit Fees
$800,000
Non-audit fees (audit-related fees of $0.3M + tax fees of $0.3M + all other fees of $0.2M = $0.8M) represent approximately 3.9% of core audit fees ($20.7M), which is well below the 50% threshold that would trigger a concern about auditor independence. PwC is a Big 4 firm appropriate for a company of Cummins' size and complexity. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire under policy — this is noted as a minor negative but does not change the vote.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 5
Shareholder Proposal to Adopt a Policy for the Separation of the Roles of Chairperson and Chief Executive Officer (Item 15 on the Proxy Card)
This proposal asks for a policy separating the CEO and Chair roles — a core governance improvement that the policy framework identifies as generally easy to support, and prior-year votes of over 40% in both 2024 and 2025 represent a persistent, substantial signal of shareholder concern that has not been addressed. The filer, The Accountability Board Inc., is not an ideological filer in the conservative or progressive sense — it is a governance-focused shareholder activist whose proposal is framed around mainstream board independence principles, and the ask is structural governance, not politically motivated. The company's response (retaining a Lead Director with strong duties, pointing to board independence, and citing flexibility) partially addresses the concern but does not resolve the core issue: the same individual controls both the executive agenda and the board agenda, and roughly 40–44% of voting shareholders have consistently said this structure should change — a signal that warrants a FOR vote absent full remediation.
Proposal 6
Shareholder Proposal Requesting a Report on the Company's Charitable Support (Item 16 on the Proxy Card)
The Bahnsen Family Trust is an ideological conservative filer: the supporting statement explicitly criticizes Cummins' Human Rights Campaign Corporate Equality Index score, characterizes gender-affirming healthcare coverage as 'radical,' references the Trump administration's policy stance, and cites Daily Mail and ADF Legal as sources — none of which reflect neutral fiduciary analysis. Under the voting policy's symmetry rule, proposals motivated by political or social advocacy from either direction are voted AGAINST regardless of how they are framed, because they serve ideological goals rather than shareholder interests. Cummins already provides extensive public reporting on its charitable giving through annual Sustainability Progress Reports and its Foundation's public 501(c)(3) filings, so there is no meaningful disclosure gap that would independently justify support even if the filer were credible.
Overall Assessment
The Cummins 2026 annual meeting ballot is broadly clean: all 11 director nominees receive a FOR vote supported by exceptional 3-year TSR outperformance of +88.7 percentage points versus the compensation peer group, and Say on Pay receives a FOR vote given a well-structured, heavily performance-weighted compensation program with strong pay-for-performance alignment. The one significant governance concern is the persistent combined CEO/Chair structure, where the shareholder proposal to separate the roles receives a FOR vote based on over 40% support in each of the two prior years — a clear signal that a substantial minority of shareholders believe independent board leadership is warranted, a signal the company has not fully addressed.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing