2021 SUSTAINABILITY PROGRESS REPORT | Cummins Inc. 55 The board broadened the focus of its Compensation Committee to include talent management. The Talent Management and Compensation Committee’s expanded charter reflects both the critical role employees play in the success and sustainability of the company and the impact of the ongoing pandemic. The board committee has aligned its focus to the company’s overarching Leadership Culture theme of “inspiring and encouraging all employees to reach their full potential.” OTHER KEY ISSUES The board and its committees exercise the same kind of robust oversight over other areas, including Cummins’ Enterprise Risk Management program, dedicating time on that subject at every regular Board of Directors meeting. In addition, the board and its committees regularly review environmental, social and governance (ESG) strategy, again with dedicated time at every regular meeting. Directors also regularly meet with top shareholders for conversations focused on the board’s oversight of a variety of topics including company strategy, growth, risk management and ESG issues. HUMAN CAPITAL MANAGEMENT Working with company leadership, the board has taken a broader view of the human capital plans, policies and practices impacting Cummins, with a special focus on the new and unprecedented issues around talent management and compensation emerging since 2020. These include the calls for racial equity and social justice that swept across the United States in 2020, as well as the movement toward flexible and remote working arrangements since the onset of the global pandemic. BOARD DIVERSITY Diversity, equity and inclusion is important to the Cummins Board of Directors from both a race and ethnicity perspective as well as gender. Here’s a closer look at the 13-member board as of May 31, 2022: ASIAN 0% OTHER 0% BLACK 15.4% TWO OR MORE RACES 7.7% LATINX / HISPANIC 7.7% WHITE 69.2% BY GENDER This chart looks at the board by gender: BY RACE, ETHNICITY This chart looks at the board by race and ethnicity: BOARD OF DIRECTORS MEN 61.5% WOMEN 38.5% BOARD OF DIRECTORS // NEW LEADERSHIP The Board of Directors believes the interests of shareholders are best served by combining the roles of Chairman and CEO with a strong and independent Lead Director. With the retirement of Alexis M. Herman, the new Lead Director is Thomas J. Lynch, Chairman of TE Connectivity Ltd. Lynch has been a Cummins board member since 2015. NOTE: Story and graphic do not include the July 11, 2022, appointment to the Board of Directors of Gary Belske.
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