Carla Harris
CUMMINSAbout 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 .