Carla Harris
Director at CMI
Board
About Carla A. Harris
Carla A. Harris (age 62) is an independent director of Cummins Inc. since 2021. She is Senior Client Advisor at Morgan Stanley with a 38-year finance career spanning investment banking, equity capital markets and private placements; she holds an A.B. from Harvard College and an M.B.A. from Harvard Business School . Harris brings deep experience in finance, strategy, risk management, regulated industries, and international operations; on Cummins’ skills matrix she is marked for Sales/Marketing, Government/Regulatory, International, and Financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Senior Client Advisor; Vice Chair, Wealth Management; Chair, Morgan Stanley Foundation; Investment Banking/M&A, ECM, private placements | Senior Client Advisor (current); Vice Chair, Wealth Management 2013–2021; Foundation Chair 2005–2014; joined M&A in 1987 | Led client coverage and capital markets across multiple industries; leadership roles and philanthropy governance |
| National Women’s Business Council | Chair (Presidential appointment) | Appointed August 2013 | National policy advisory role on women’s entrepreneurship |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Walmart Inc. | Director | Since 2017 | Compensation & Management Development; Nominating & Governance; Strategic Planning & Finance |
| MetLife, Inc. | Director | Since April 2022 | Investment; Governance & Corporate Responsibility |
| Nonprofits | Trustee/Director | Ongoing | Hackensack Meridian Health; Sponsors for Educational Opportunity; Mother Cabrini Health Foundation; Sesame Workshop; Morgan Stanley Foundation |
Board Governance
- Committees: Chair, Finance Committee; Member, Talent Management & Compensation (TMCC); Member, Governance & Nominating .
- Finance Committee scope: capital structure, creditworthiness, dividend and buyback policy, financing for M&A/alliances, banking relationships and lines of credit, investor base monitoring .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors met in executive session each regular meeting .
- Independence: Ten of eleven nominees are independent; Harris qualifies as independent .
- Lead Independent Director: Thomas J. Lynch serves as Lead Director, chairs Governance & Nominating and executive sessions; responsibilities include agenda approval, CEO/Board performance reviews, and shareholder consultation .
Fixed Compensation (Director, Cummins 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Board cash retainer | 140,000 | Standard non-employee director cash retainer |
| Committee chair fee | 15,000 | Finance Committee Chair |
| Total cash fees | 155,000 | Sum of cash components |
| Stock award (grant-date fair value) | 174,808 | 604 shares granted at $289.4175 on May 14, 2024; Harris elected to defer 100% of 2024 stock award |
| Change in deferred compensation “above market” earnings | 12,131 | As defined in plan (>120% long-term AFR) |
| Other compensation | 1,000 | Charitable match program |
| Total | 342,939 | 2024 director compensation total |
Program features:
- Target annual non-employee director compensation: $315,000 (cash $140,000; common stock $175,000) .
- Additional chair retainers: Audit/TMCC $25,000; Finance/Governance/Safety, Environment & Technology $15,000; Lead Director $35,000 .
- Deferred Compensation Plan available; Harris deferred 50% of fees paid in cash and 100% of stock award in 2024 .
Performance Compensation (Director)
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Common stock grants; may be deferred | None; director pay is not performance-based (equity is fixed-value annual grant) |
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict | Note |
|---|---|---|
| Walmart Inc. | None disclosed with Cummins | No related-party transactions involving directors in 2024; Board composed entirely of independent directors except CEO |
| MetLife, Inc. | None disclosed with Cummins | No related-party transactions involving directors in 2024 |
| Morgan Stanley employment | Potential perceived conflict due to CMI Finance Committee oversight of banking relationships | Finance Committee reviews banking relationships/lines of credit; Cummins disclosed no related-party transactions in 2024 beyond a management spouse compensation item; none involving Harris or Morgan Stanley |
Expertise & Qualifications
- Financial, strategic, and risk management expertise from 38-year Morgan Stanley career; international and regulated industry exposure .
- Skills matrix marks: Sales/Marketing; Government/Regulatory; International; Financial .
- Leadership and talent development experience (author of three leadership books) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Carla A. Harris | 2,878 | 0.0021% | As of record date March 14, 2025; CMI shares outstanding 137,742,580 |
| Director stock ownership guideline | ≥3× annual retainer value | — | All non-employee directors have satisfied or have time remaining to meet guideline; sale restrictions until guideline reached |
| Hedging/Pledging | Prohibited for officers and directors | — | Anti-hedging and anti-pledging policy in force |
| Deferred compensation elections | Elected deferral of 50% cash fees and 100% stock in 2024 | — | Under non-employee director Deferred Compensation Plan |
Insider Trades (Section 16 filings)
| Date | Filing | Description |
|---|---|---|
| May 17, 2024 | Form 4 filed (transaction dated May 14, 2024) | One transaction reported; aligns with annual director stock grant of 604 shares at $289.4175 on May 14, 2024 |
Governance Assessment
- Board effectiveness: Harris chairs the Finance Committee overseeing capital structure, dividends/buybacks, financing proposals, and banking relationships—central to shareholder returns and risk oversight . Her finance and capital markets background enhances committee effectiveness .
- Independence and attendance: Harris is independent; Board-wide attendance ≥75% and use of executive sessions supports robust oversight; independent Lead Director structure adds accountability while CEO is Chair .
- Alignment and incentives: Director pay mix balances cash and stock; Harris deferred both cash and equity, indicating long-term alignment. Stock ownership guidelines (≥3× retainer) and anti-hedging/pledging policies strengthen investor alignment .
- Conflicts and related-party exposure: Despite potential perceived conflicts given her Morgan Stanley role and Finance Committee oversight of banking relationships, Cummins disclosed no director-related party transactions in 2024 (only a management spouse compensation item); none involving Harris or Morgan Stanley . This lowers conflict risk.
- Shareholder sentiment: Say-on-pay approval was 94.0% at the 2024 meeting, indicating strong investor support for compensation governance overall .
Red flags:
- None disclosed for Harris: no related-party transactions, no pledging/hedging, and adequate attendance. Note the general potential perceived conflict due to Morgan Stanley employment versus committee oversight of banking relationships, mitigated by independence standards and absence of disclosed transactions .