2021 SUSTAINABILITY PROGRESS REPORT | Cummins Inc. 54 Lead Director Alexis Herman retired, effective after Cummins’ 2022 Annual Meeting in May. Female board members in addition to Rumsey, now include Carla A. Harris, who joined the board in 2021; Georgia R. Nelson, who joined the board in 2004; Kimberly A. Nelson. who joined the board in 2020; and Karen H. Quintos, a board member since 2017. The board has two African American Directors—Kimberly A. Nelson and Harris; and two directors from Latin America— Franklin R. Chang Diaz, a board member since 2009, and Bruno V. Di Leo, a board member since 2015. Taken together, more than half of the Cummins Board of Directors now consists of women and members of other dimensions of diversity. A total of six new directors have been added to the board since 2015 and there have been 11 new directors since 2008. The board also has diversity in terms of business expertise and experience, including backgrounds in the automotive and transportation sectors, technology and IT, sales and marketing, and academia and finance. The 13-member board includes two company officers—Chairman and CEO N. Thomas Linebarger and President and Chief Operating Officer Jennifer W. Rumsey—and 11 fully independent directors consistent with the definition established by the U.S. Securities and Exchange Commission and the New York Stock Exchange. The board returned to a more normal schedule in 2021, having met a record 15 times in 2020 at the height of the pandemic. It continued providing important guidance and leadership over the course of the year on a host of issues, including human capital management. COMMITMENT TO DIVERSITY Leading by example, the directors added more women and diverse members in 2021 and early 2022, while aligning its focus more closely to the critical goal of creating a dynamic work environment at Cummins. The board ended 2021 with five women members—the most at any time in the company’s more than 100-year history— and then added a 14th member and a sixth woman in early 2022 when Rumsey joined the board. Later in 2022, long-time CREATING A GREAT PLACE TO WORK STARTS WITH CUMMINS BOARD The Cummins Board of Directors provides sound and independent judgment on the significant issues facing the company, protecting the interests of shareholders and others with a stake in Cummins’ success. BOARD GOVERNANCE AT A GLANCE Here’s a quick look at key governance matters regarding Cummins’ Board of Directors. To learn more, go to the 2022 Proxy Statement on cummins.com. BOARD Annual Election of Directors: Yes LEADERSHIP Combined Chairman and CEO: Yes Independent Lead Director: Yes PROCEDURAL Super Majority Voting Threshold for Mergers: No Proxy Access: Yes Shareholder Right to Amend Bylaws: Yes Shareholder Called Special Meetings: Yes Poison Pill: No POLICIES / GUIDELINES Code of Conduct for Directors, Officers and Employees: Yes Stock Ownership Guidelines for Directors and Executive Officers: Yes Anti-Hedging and Pledging Policies: Yes Compensation Recoupment Policy: Yes BOARD OF DIRECTORS //
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