Gary Belske
CUMMINSAbout Gary L. Belske
Gary L. Belske (age 68) is an independent director of Cummins Inc. since 2022; he is a retired Deputy Managing Partner and Chief Operating Officer of Ernst & Young (EY) with a 38-year career, serving 10 years as EY’s Americas Deputy Managing Partner/COO overseeing strategy and operations across 16 countries, ~$15B revenue, ~50,000 employees and ~4,000 partners . He is a CPA with a B.S.B.A. from Rockhurst University and an M.A. in Accounting from the University of Missouri–Columbia, and the Board has determined he is an “audit committee financial expert” under SEC rules . Cummins’ Governance & Nominating Committee affirmed that all nominees other than the CEO are independent, which includes Belske .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Deputy Managing Partner & Chief Operating Officer (Americas); prior senior leadership roles | 10 years as DMP/COO; retired Dec 31, 2016 after 38-year career | Served on EY Americas & US Boards; chaired Retirement Investment Committee and Partner/Executive Compensation Committee; responsible for strategy and operations across 16 countries (~$15B revenue) |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Rockhurst University (Kansas City, MO) | Trustee | Current |
| WilliamsMarston (advisory firm) | Director | Current |
Board Governance
- Committee assignments: Audit Committee Chair; member, Talent Management & Compensation Committee; member, Governance & Nominating Committee .
- Independence and engagement: All non-employee nominees (including Belske) are independent; Board held 5 meetings in 2024 and all directors attended at least 75% of aggregate Board/committee meetings; Audit Committee met 9 times in 2024 .
- Board structure and oversight: Cummins maintains five fully independent committees (including Audit and Talent & Compensation); Lead Director (Thomas J. Lynch) presides over executive sessions and chairs Governance & Nominating .
- Shareholder engagement and ESG oversight embedded in Board and committees .
| Committee | Role | Meetings (2024) | Key Oversight |
|---|---|---|---|
| Audit | Chair | 9 | Financial reporting integrity, auditors’ independence/performance, internal controls, enterprise risk management, ethics/legal compliance; Belske designated “audit committee financial expert” |
| Talent Management & Compensation | Member | 6 | Executive/Board compensation philosophy & programs, incentive plans, CEO goals/compensation, compensation risk assessment; independent consultant Farient Advisors engaged |
| Governance & Nominating | Member | 4 | Board composition, refreshment, evaluation process, director education and orientation |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board retainer (cash) | $140,000 | Standard non-employee director cash retainer |
| Committee chair fee (cash) | $25,000 | Audit Committee Chair fee |
| Cash fees total | $165,000 | Sum of retainer + chair fee |
| Equity award (common stock) | $174,808 | Target equity $175,000; grant-date fair value; directors received 604 shares valued at $289.4175 on May 14, 2024 |
| All other compensation | $10,000 | Charitable matching contributions program |
| Total director compensation | $349,808 | 2024 total; employee director (CEO) receives no director pay |
Equity award mechanics and deferral: The 2024 stock value represented 55% of the annual retainer; number of shares determined by dividing target value by the preceding 20-day average closing price; Belske elected to defer 100% of the 2024 stock award under the Director Deferred Compensation Plan .
Performance Compensation
Directors do not receive performance-based bonuses or options; equity is delivered as common stock (time-based, with optional deferral), aligning director pay with shareholder returns via ownership guidelines .
| Equity Grant Metrics (2024) | Value |
|---|---|
| Grant date | May 14, 2024 |
| Shares granted | 604 shares |
| Grant-date per-share value | $289.4175 (preceding 20-day average) |
| Target equity value | $175,000 (55% of annual retainer) |
| Deferral election | 100% of stock award deferred by Belske |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| WilliamsMarston | Private advisory firm | Director | No related-party transactions with Cummins disclosed |
| Rockhurst University | Non-profit | Trustee | No related-party transactions with Cummins disclosed |
- Public company directorships: None disclosed beyond Cummins .
- Compensation interlocks: No disclosed interlocks; no relationships suggesting a compensation committee interlock .
Expertise & Qualifications
- Financial expertise: SEC-designated “audit committee financial expert”; CPA; extensive accounting, risk management, and internal control oversight experience .
- International operations: Led EY Americas operations across 16 countries; strategic and operational leadership at scale .
- Governance and compensation: Chaired governance/compensation-related committees at EY; current service on Cummins’ Talent Management & Compensation and Governance & Nominating committees .
- Skills matrix: Board skills chart flags Belske’s strengths in Financial, Government/Regulatory, International, and Sales/Marketing domains .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gary L. Belske | 2,289 | <1% | Beneficial ownership per SEC rules as of March 14, 2025 record date |
| Director stock ownership guideline | 3× annual total retainer | N/A | All non-employee directors either satisfied or within compliance window |
| Hedging/pledging | Prohibited | N/A | Directors/officers prohibited from hedging or pledging Cummins stock |
Section 16 filings: A Form 4 was filed May 17, 2024 for Belske (and several directors) to report a May 14, 2024 transaction—consistent with the director stock grant timing; Cummins believes Section 16 requirements were complied with in 2024 apart from those timely filings .
Governance Assessment
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Strengths
- Audit Chair with SEC “financial expert” designation—strong oversight of financial reporting, auditor independence, ERM, ethics/compliance; high engagement (Audit met 9x; Board met 5x; all directors ≥75% attendance) .
- Clear independence; no related-party transactions disclosed involving Belske; anti-hedging/anti-pledging policies; director ownership guideline (3× retainer) supports alignment .
- Simple director pay structure with majority stock value; optional deferral supports long-term alignment; equity awarded via fixed-value common stock, avoiding options complexity .
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Risks/RED FLAGS
- None disclosed specific to Belske: no related-party exposures, loans, pledging, or hedging; no public board interlocks that might impair independence on Audit or Compensation; Section 16 reporting appears compliant aside from routine grant filings .
- Broader company context: ongoing regulatory and ESG risk oversight continues at Board/committee level; Audit Committee maintains ERM oversight which mitigates systemic risks .
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Shareholder signals
- 2024 say‑on‑pay approval at 94.0% indicates broad investor support for Cummins’ compensation framework and governance, indirectly supportive of committee oversight quality .