Daniel Fisher
Director at CMI
Board
About Daniel W. Fisher
Independent director at Cummins Inc. since 2023; age 52. Chairman (since Apr 2023) and CEO (since Apr 2022) of Ball Corporation; prior senior finance and operating roles at Ball, Emerson Electric, Thomson Industries (Danaher), Bradken, and Grey Mountain Partners. Education: B.A. in business administration and finance (Washington University in St. Louis), MBA (University of Colorado Denver). Tenure at Cummins includes service on Finance; Governance & Nominating; and Safety, Environment & Technology committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Corporation | Chairman | Since Apr 2023 | Oversees global aluminum packaging and aerospace businesses |
| Ball Corporation | Chief Executive Officer | Since Apr 2022 | Led global operations, supply chain, engineering, technology; prior President (2020–2022), SVP & COO Global Beverage Packaging (2016–2020), President Global Beverage Packaging (2014–2016) |
| Emerson Electric | Director, Finance; Chief Financial and Information Technology Officer (North America division roles) | Prior to joining Ball in 2010 | Finance, strategy, risk management experience |
| Thomson Industries (Danaher) | Various leadership positions | Not disclosed | Operations and engineering exposure |
| Bradken Corporation | Various leadership positions | Not disclosed | Manufacturing and global operations exposure |
| Grey Mountain Partners | Various leadership positions | Not disclosed | Strategic and financial expertise |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Ball Corporation | Chairman & CEO | Yes | Chairman since Apr 2023; CEO since Apr 2022 | Potential time-commitment consideration; no Cummins-related transactions disclosed |
Board Governance
- Committee assignments: Finance; Governance & Nominating; Safety, Environment & Technology (all independent committees) .
- Independence: Cummins board determined 10 of 11 nominees are independent; all except the Chair/CEO. Fisher qualifies as independent director .
- Attendance: Board met 5 times in 2024; all directors attended ≥75% of aggregate Board and committee meetings during service periods. Non‑employee directors met in executive session at each regular meeting (Lead Director presided) .
- Lead Independent Director: Thomas J. Lynch; chairs Governance & Nominating and executive sessions; defined duties for agenda-setting, CEO/Board evaluations, shareholder communication .
- ESG oversight: Safety, Environment & Technology Committee provides primary oversight for environmental risks/technology; Board dedicates ESG review time at every regular meeting .
Fixed Compensation
| Component | Program Terms (2024) | Fisher Actuals (2024) |
|---|---|---|
| Annual Board Cash Retainer | $140,000 cash for non‑employee directors | $140,000 cash fees |
| Lead Director Fee | +$35,000 (Lead Director only) | N/A (not Lead Director) |
| Committee Chair Fees | +$25,000 (Audit, TMCC); +$15,000 (Finance, Governance & Nominating, Safety, Environment & Technology) | N/A (not chair) |
| Deferred Compensation Plan | Directors may elect to defer cash/stock; paid on specified date, retirement, death, or change in control; various crediting options | Elected to defer 50% of 2024 stock award |
Performance Compensation
| Element | Grant Details | Vesting/Performance Metrics |
|---|---|---|
| Annual equity grant (common stock) | Target $175,000 in stock; number of shares based on 20‑day average price; 2024 standard grant: 604 shares at $289.4175 (May 14, 2024) | Director stock awards disclosed as equity retainer; no director‑specific performance metrics or options disclosed. Executive program metrics (not applicable to directors) are EBITDA, ROIC, and Operating Cash Flow |
| Director Compensation Summary (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $140,000 |
| Stock Awards ($) | $174,808 (604 shares at $289.4175; 50% deferred) |
| Change in Pension Value/Non‑Qualified Deferred Comp Earnings ($) | $1,124 |
| All Other Compensation ($) | $0 |
| Total ($) | $315,932 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Ball Corporation | Chairman & CEO | Not disclosed in Cummins proxy | No Cummins related‑party transactions reported for Fisher; related‑party policy requires Audit Committee approval and none were disclosed for Fisher in 2024 |
Expertise & Qualifications
- Manufacturing, Technology/IT, International, Financial expertise per Board skills matrix .
- Deep experience in global operations, supply chains, engineering, sales/marketing, risk management from Ball and prior roles .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (CMI) | 1,686 shares (Percent of class marked “*” <1%) |
| Shares outstanding (record date) | 137,742,580 (Mar 14, 2025) |
| Ownership % of shares outstanding | ~0.0012% (derived from 1,686 / 137,742,580) |
| Vested vs. unvested | Not disclosed for directors in proxy; equity awards are stock grants for director compensation |
| Pledged/hedged shares | Prohibited for officers and directors by Cummins policy |
| Director ownership guideline | ≥3× annual total retainer; compliance required within 6 years; all non‑employee directors either satisfied or have time remaining |
Insider Trades
| Event Date | SEC Form | Filing Date | Notes |
|---|---|---|---|
| May 14, 2024 | Form 4 | May 17, 2024 | Company states Forms 4 were filed for multiple directors, including Fisher, to report one transaction on May 14, 2024 (corresponds to director stock award) |
Governance Assessment
- Strengths: Independent director with relevant manufacturing/technology/financial expertise; active on Finance, Governance & Nominating, and Safety/Environment/Technology committees supporting capital allocation, board effectiveness, and ESG oversight . Attendance meets Cummins standard (≥75%); anti‑pledging/hedging policy and director ownership guidelines align incentives with shareholders .
- Compensation alignment: Simple, median‑targeted structure with balanced cash/equity; Fisher deferred 50% of stock award, signaling long‑term alignment; no meeting fees and modest chair premiums reduce pay‑for‑attendance risk .
- Potential risks/considerations: Fisher’s concurrent CEO role at Ball may introduce time‑commitment concerns; Cummins policy includes limits on CEO/director board memberships and regular evaluations/refreshment, which mitigates this risk. No related‑party transactions disclosed for Fisher in 2024; say‑on‑pay support for Cummins (94% in favor) indicates broader investor confidence in governance/comp practices .
No red flags identified in proxy regarding conflicts, related‑party transactions, pledging/hedging, low attendance, or pay anomalies for Daniel W. Fisher .