Amy Davis
Vice President and President – Accelera and Components at CMI
Executive
About Amy Davis
Amy Davis is Vice President and President of Accelera by Cummins and Components, leading Cummins’ zero-emissions technologies segment and its largest revenue segment, Components. She joined Cummins in 1994 and previously ran the Filtration business, the Cummins Northeast distributor, and held leadership roles across Europe and global engine markets; she holds a BA from Northwestern University and completed executive programs at Chicago Booth and Kellogg . Davis has held her current role since 2023 and in 2024 oversaw Accelera and Components with annual bonus metrics tied to EBITDA, Operating Cash Flow, Accelera revenue, and strategic scorecard; corporate EBITDA was $5,266m vs $4,436m target, OCF $3,419m vs $3,385m, Accelera revenue $414m vs $475m, Accelera scorecard 120%, leading to a 150% LTI cycle payout and her realized annual bonus at 140% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cummins Inc. | President – Accelera by Cummins & Components | 2023–present | Leads zero-emissions portfolio and Components businesses; expanded margin and operational efficiency . |
| Cummins Inc. | President – New Power Business | 2020–2023 | Built Accelera foundations, product launches and operational objectives . |
| Cummins Inc. | VP & GM – Filtration | 2015–2020 | Achieved record revenues and profits in Filtration . |
| Cummins Northeast Distributor | President (owner) | Prior to 2015 (years not specified) | Transformed small distributor into high-growth, customer-driven operation . |
| Cummins Inc. (Europe) | Manager – European Bus Business; Marketing/Strategy/Customer Support leadership; Executive Director – Global Medium-Duty Truck | Various years (not disclosed) | Commercial leadership across Europe and global engine markets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Manitowoc Company | Independent Director | 2021–present | Board director of crawler crane producer. |
| AT&T Corporation | Various roles | Prior to Cummins leadership roles (not disclosed) | Commercial roles prior to rejoining leadership positions. |
| Alcan Corporation | VP – Sales, Global Aerospace & Transportation | Prior to 2015 (not disclosed) | Global sales leadership in aerospace/transportation. |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $725,000 | Salary rate after adjustments. |
| Annual Bonus Target ($) | $725,000 | Participated in Hybrid Corporate/Accelera plan. |
| Annual Bonus Paid | $1,015,000 (140% of target) | Committee adjusted payout for Accelera outcomes . |
| Stock Awards (SCT grant date fair value) | $4,210,827 | Includes PRSUs and RSUs granted in 2024 as applicable. |
| Option Awards | $0 (2024 SCT) | No new option grants in 2024. |
| Non-Equity Incentive Plan Compensation | $1,690,000 | Reflects formulaic bonus treatment (SCT categorization). |
| Change in Pension Value & Nonqualified Def. Comp. Earnings | $1,291,704 | Includes above-market NQDC earnings . |
| All Other Compensation | $50,742 | Perquisites not a major program element . |
| Total Compensation | $7,968,273 | SCT total. |
Key grant dates and amounts:
- PRSUs granted December 19, 2024; one-year vesting from grant date, contingent on 2024 milestones (met; earned and vested Feb 19, 2025) .
- Deposit Share Program matching RSUs granted May 31, 2024: 3,708 matching RSUs; cliff vest at 4th anniversary (May 31, 2028) subject to 4-year holding of newly acquired shares .
- Accelera RSUs granted April 3, 2023: vest at 3rd anniversary (April 3, 2026) .
Performance Compensation
| Plan/Instrument | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Hybrid Annual Bonus | EBITDA | 35% | $4,436m (Cummins) | $5,266m (Cummins) | 120% plan factor; Ms. Davis realized 140% overall | Annual cash; paid for 2024 performance . |
| 2024 Hybrid Annual Bonus | Operating Cash Flow | 15% | $3,385m | $3,419m | Included in 120% plan factor | Annual cash . |
| 2024 Hybrid Annual Bonus | Accelera Revenue | 20% | $475m | $414m | Below target; integrated into overall 120% | Annual cash . |
| 2024 Hybrid Annual Bonus | Accelera Strategic Scorecard | 30% | 100% payout at target | 120% achievement | Discretionary assessment within 10–200% | Annual cash . |
| 2022–2024 LTI Cycle | 3-year Cumulative EBITDA | 70% of PS mix overall LTI is 70% PS, 30% performance cash | $12,875m | $14,384m | 150% of target | 3-year performance period; shares/cash settle at end . |
| 2022–2024 LTI Cycle | ROIC (as adjusted) | Part of LTI performance | 15% | 17.66% | 150% of target | 3-year performance period . |
| Performance Shares Earned | PS units earned | n/a | 4,610 units target | 6,915 units (150%) | $2,410,569 at $348.60 stock price | Vested per cycle completion . |
| Special Equity Awards (PRSUs) | Milestones (financial improvement, product launches, operational objectives) | n/a | $1,000,000 target tranche for 2024 | Achieved (earned 2024 tranche) | Earned; value reflected at grant determination | One-year service vesting; earned tranche vested Feb 19, 2025 . |
Notes:
- 2024 LTI grants were 100% performance-based (70% performance shares, 30% performance cash) .
- Bonus plan payout curves range from 10% threshold to 200% maximum with interpolation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 30,830 shares; includes 2,130 shares purchasable via vested stock options within 60 days of March 14, 2025; <1% of outstanding . |
| 2024 Option Exercise | 1,980 shares exercised; $325,556 value realized . |
| 2024 Stock Vested | 4,544 shares vested; $1,228,061 value realized (includes March 1, 2024 vest at $270.26) . |
| Outstanding Performance Shares (as of Dec 31, 2024) | 2023 grant: 9,420 units; 2024 grant: 12,940 units (at target) . |
| Matching RSUs (Deposit Share Program) | 3,708 RSUs granted May 31, 2024; cliff vest on May 31, 2028 contingent on 4-year share hold . |
| RSU Grants (Accelera LTI) | RSUs granted April 3, 2023; vest April 3, 2026 . |
| Ownership Guidelines | Leadership team required to hold stock equal to 3× base salary; officers have 5 years to comply and may not sell below guideline; NEOs in compliance or have time to meet . |
| Hedging/Pledging Policy | Officers/directors prohibited from hedging or pledging Cummins securities . |
Employment Terms
| Provision | Term |
|---|---|
| Employment Contracts | Cummins does not maintain separate employment contracts with executive officers . |
| Non-Compete & Confidentiality | NEOs agree not to disclose confidential info and not to accept employment with certain competitors during employment and for 12 months post-employment . |
| Severance (Non-CIC; scenario-specific) | Involuntary Not-for-Cause termination: severance $725,000; outplacement $5,310; welfare benefits $31,416; financial counseling $13,745; RSU vesting $1,497,586; aggregate $3,288,057 (illustrative as of Dec 31, 2024) . |
| Change-in-Control (CIC) Protections | Double-trigger required (CIC plus termination without cause or for good reason within 2 years). NEOs receive 2× salary plus 2 annual bonus payments at 1.0 payout, full vesting of certain insurance/retirement benefits; CEO receives 3× and 3 payments . |
| CIC – Equity & Deferred Comp Treatment | If awards not assumed/replaced, PS and performance cash paid at target; options/RSUs vest and paid in cash; nonqualified benefits paid in cash; all Deferred Comp paid in cash . |
| CIC – Tax Treatment | No 280G/4999 excise tax gross-ups; “best net of taxes” cutback or full payment approach . |
| Potential Payments (CIC aggregate, as of Dec 31, 2024) | Aggregate for A.R. Davis: $16,281,617 (severance $2,900,000; unvested restricted stock $2,765,095; unvested performance cash $1,080,000; unvested performance shares $7,001,980; retirement $2,450,486; welfare $31,416; financial advisory/401(k) $52,640) . |
| Clawback | Company will recover excess incentive-based compensation upon qualifying accounting restatement; may recover other compensation for fraud or misconduct causing reputational/financial harm . |
Performance & Track Record (2024 highlights)
- Assumed leadership of Components in addition to Accelera; improved safety across 60+ global manufacturing sites; completed Atmus divestiture; integrated Meritor and Forvia surpassing value capture; restructured Accelera for disciplined spend; expanded Components EBITDA margins on lower sales; launched Amplify Cell Technologies JV (Chair of Board); opened Accelera greenfield site in Guadalajara, Spain .
Compensation Structure Analysis
- 2024 TDC mix emphasized “pay at risk,” with 100% performance-based LTI grants; bonus and LTI paid out above target (140% bonus, 150% LTI), demonstrating strong alignment with enterprise and Accelera metrics .
- Special PRSU awards in 2024–2025 totaling $2,000,000 indicate targeted retention and performance incentives linked to Accelera milestones; first tranche earned and vested after one year .
- Deposit Share Program requires executives to hold newly acquired shares for four years to earn matching RSUs, reinforcing ownership alignment and retention .
- No option repricing/backdating; no excise tax gross-ups; clawback and anti-pledging/hedging policies strengthen governance and alignment .
Equity Ownership & Alignment (granular breakdown)
| Category | Amount/Detail |
|---|---|
| Total Beneficial Ownership | 30,830 shares; <1% of outstanding . |
| Options – Exercisable | 2,130 shares purchasable within 60 days of March 14, 2025 . |
| Options – Activity (2024) | 1,980 shares exercised; $325,556 value realized . |
| Vested Shares (2024) | 4,544 shares vested; $1,228,061 value realized . |
| Unvested RSUs – Matching (Deposit Share Program) | 3,708 units; cliff vest on May 31, 2028 . |
| Unvested RSUs – Accelera LTI | Grant April 3, 2023; vest April 3, 2026 . |
| Outstanding Performance Shares (at target) | 2023: 9,420 units; 2024: 12,940 units . |
| Ownership Guidelines Compliance | Leadership team must hold 3× salary; NEOs in compliance or within timeframe; sale restrictions until guideline met . |
| Pledging/Hedging | Prohibited for officers/directors . |
Employment & Contracts (additional specifics)
- Severance policies exist via company policy rather than individualized contracts; amounts vary by termination scenario and plans, with detailed non-CIC scenario table for A.R. Davis showing severance, RSU treatment, welfare, and ancillary benefits .
- CIC benefits require a double trigger; aggregate modeled payouts as of Dec 31, 2024 shown above .
- Non-compete extends 12 months post-employment; confidentiality obligations applies during and after employment .
Investment Implications
- Compensation alignment appears robust: formulaic metrics (EBITDA, OCF, ROIC) drove above-target payouts; special PRSUs and Deposit Share Program heighten retention and ownership alignment, reducing near-term selling pressure risk though vested activity exists (1,980 options exercised in 2024) .
- Governance safeguards (double-trigger CIC, no gross-ups, clawbacks, anti-pledging/hedging) mitigate shareholder-unfriendly risks and limit windfalls in change-in-control scenarios .
- Execution track record in 2024—operational integration, divestiture completion, margin expansion in Components, and disciplined Accelera restructuring—supports pay-for-performance rationale and suggests continued accountability to financial targets in incentive design .
- Deferred compensation balance ($2.75m) and stock ownership guidelines compliance further incentivize retention; special PRSUs expiring in 2025 provide short-term lock-in tied to Accelera milestones, reducing immediate departure risk .