Bruno Di Leo
Director at CMI
Board
About Bruno V. Di Leo
Independent director of Cummins Inc. since 2015; age 68. Founder and CEO of Bearing‑North LLC (since 2018) following a 40+ year global career at IBM, including Senior Vice President, Sales & Distribution (2012–2018) and General Manager, Growth Markets Unit (2008–2011). Education: Business administration degree (Ricardo Palma University) and postgraduate degree (ESAN), Peru; fluent in Spanish, Portuguese, English, and Italian . Tenure on CMI board: Director since 2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bearing‑North LLC | Founder & Chief Executive Officer | 2018–present | Strategic advisory; global expansion focus |
| IBM | Senior Vice President, Sales & Distribution | Jan 2012–Jun 2018 | Responsible for revenue, profit, client satisfaction across Japan, APAC, LatAm, Greater China, Middle East & Africa; oversaw Enterprise/Commercial segments globally |
| IBM | General Manager, Growth Markets Unit | 2008–2011 | Shanghai-based leadership for emerging markets expansion |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ferrovial, S.A. (Madrid) | Director | 2018 | Global transport & infrastructure company |
| IESE Business School | International Advisory Board Member | n/a | Advisory oversight for leading global business school |
| Columbia Business School (Deming Center) | Advisory Board Member | n/a | Operations & management excellence advisory |
| TAIGER (AI startup) | Director | n/a | AI solutions; early-stage governance |
| MyCabinet (AI startup) | Advisor | n/a | Strategic advisory to AI startup |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (10 of 11 nominees are independent; Chair/CEO not independent) |
| CMI Board meetings (2024) | 5 meetings; all directors attended ≥75% of aggregate Board and committee meetings during service periods |
| Executive sessions | Non‑employee directors met in executive session at each regular meeting; presided by Lead Director |
| Committees (membership) | Finance; Governance & Nominating; Safety, Environment & Technology |
| Committee meeting counts (2024) | Audit 9; TMCC 6; Finance 3; Governance & Nominating 4; Safety, Environment & Technology 4 |
| Lead Independent Director | Thomas J. Lynch; chairs Governance & Nominating; strong agenda/feedback responsibilities |
| Annual meeting attendance | All director nominees standing for election at the 2024 virtual meeting attended; expectation for 2025 attendance |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Standard non‑employee director cash component |
| Committee chair fees | $0 | Not a committee chair in 2024; chair fees: Audit/TMCC $25,000; Finance/G&N/SET $15,000 |
| Lead Director fee | $0 | Only applicable to Lead Director ($35,000) |
| Equity (common stock) grant date fair value | $174,808 | Standard equity portion of retainer; value basis $289.4175/share |
| Shares granted | 604 | Based on 20‑day average closing price on May 14, 2024 |
| All other compensation | $0 | No charitable match or other comp recorded |
| Total 2024 director compensation | $314,808 | Sum of cash + stock |
Performance Compensation
- Cummins does not use performance‑linked pay for non‑employee directors; equity grants are time‑based common stock, aligned to market medians and ownership requirements .
- Company‑wide executive incentive metrics (oversight by the board/committees) emphasize pay‑for‑performance culture: | Plan | Metric | Weight | |---|---|---| | Annual bonus | EBITDA (as adjusted) | 70% | | Annual bonus | Operating Cash Flow (as adjusted) | 30% | | Long‑term incentive | ROIC (3‑yr, as adjusted) | 80% | | Long‑term incentive | EBITDA (3‑yr, as adjusted) | 20% |
Other Directorships & Interlocks
| External Board | Role | Potential Interlock at CMI | Notes |
|---|---|---|---|
| Ferrovial, S.A. | Director | None disclosed | No CMI board cross‑membership with Ferrovial noted |
Expertise & Qualifications
- Technology/IT; Sales/Marketing; International business (reflected in board skills matrix) .
- Global multi‑continent leadership; AI exposure via TAIGER/MyCabinet; senior operational and client‑facing roles at IBM .
Equity Ownership
| Holder | Beneficial Shares | % of Class |
|---|---|---|
| Bruno V. Di Leo | 4,478 | * (<1%) |
| Stock ownership guideline (directors) | 3× annual total retainer | Compliance: all non‑employee directors have either met or have time to meet guideline |
| Hedging/pledging | Prohibited for directors/officers | Anti‑hedging/anti‑pledging policy in place |
Insider Trades
| Filer | Form | Filed | Transaction Date | Notes |
|---|---|---|---|---|
| Bruno V. Di Leo | Form 4 | May 17, 2024 | May 14, 2024 | One transaction reported; proxy notes exceptions in Section 16(a) filing timeliness for several directors including Di Leo |
Related‑Party Exposure
- No related‑party transactions involving Di Leo disclosed. Company policy requires Audit Committee approval and fair terms; only 2024 related‑party transaction disclosed pertains to compensation of spouse of an executive (Jenny Bush), not a director .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 94.0% support; no material program changes in response; ongoing shareholder engagement and benchmarking via independent consultant (Farient Advisors) .
Governance Assessment
- Strengths: Independent status; multi‑committee engagement across Finance, Governance & Nominating, and Safety/Environment/Technology—aligns with investor priorities on capital allocation, board effectiveness, and ESG/technology oversight . Ownership alignment via annual stock grants and director ownership guidelines; anti‑hedging/pledging policy reduces misalignment risk .
- Potential concerns: Multiple external commitments (Ferrovial, advisory boards, startup roles) warrant ongoing monitoring for time/attention, though current CMI policy limits outside boards and emphasizes director engagement; attendance threshold met in 2024 . Minor Section 16 timing notice (Form 4 filing referenced) appears administrative; no substantive red flags disclosed .
- Net view: Board effectiveness signals are positive—independent oversight, relevant expertise, and committee coverage in financially material and ESG‑critical areas—support investor confidence, with no disclosed conflicts or related‑party issues involving Di Leo .