Jenny Bush
Vice President and President – Power Systems at CMI
Executive
About Jenny Bush
Jenny M. Bush is Vice President and President – Power Systems at Cummins and has held this role since 2022, leading the business through data center-focused growth, product launches and a tuck-in acquisition (Engendren) in 2024 . Under her leadership in 2024, the Power Systems segment delivered 13% sales growth to $6.41B, EBITDA up 41% to $1.18B, and margin expansion from 14.7% to 18.4% . Companywide, 2024 annual bonuses paid at 170% of target on strong EBITDA and operating cash flow, and the 2022–2024 long-term performance cycle paid at 150% on above-target ROIC/EBITDA, signaling pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cummins Inc. | Vice President and President – Power Systems | 2022–present | Drove segment revenue and EBITDA growth and margin improvement; acquired Engendren (cooling tech) for data center advantage; launched hybrid/dual fuel mining solutions; introduced four new Centum Force generator sets; improved safety and led capacity expansion planning |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary | $650,000 | Annual rate |
| Target annual bonus | $585,000 | Corporate bonus plan formula applies |
| Actual bonus paid (for 2024 performance) | $994,500 | Paid March 2025 |
| All other compensation | $28,983 | Includes financial counseling $13,745; life insurance $2,663; company 401(k) contribution $12,575 |
Performance Compensation
Annual bonus plan (Corporate plan)
| Metric | Weight | 2024 actual | Metric payout | Final payout factor |
|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 70% | $5,266 | 200% | |
| Adjusted Operating Cash Flow ($MM) | 30% | $3,419 | 100% | |
| Final payout | 170% |
Bonus formula: Annual bonus = base salary paid × participation percentage × payout factor .
Long-term performance (2022–2024 cycle; corporate plan)
| Metric | Target framework | 3-yr actual | Metric payout | Cycle payout |
|---|---|---|---|---|
| ROIC (adjusted) | Stable target set at start of cycle | 17.66% | 150% | |
| Cumulative EBITDA (adjusted, $MM) | Goal set with M&A/disposals considered | $14,384 | 170% | |
| Final payout | 150% |
2024 equity awards and special programs
| Award type | Grant/Action date | Amount | Vesting | Key conditions |
|---|---|---|---|---|
| Performance shares (2024–2026 cycle) | 4/3/2024 | 9,860 target shares outstanding at 12/31/24 | Earned 0–200% of target; settle Mar-2027 | Corporate ROIC/EBITDA; performance above target in 2024; maximums shown in YE table |
| Performance shares (2023–2025 cycle) | 4/3/2023 | 7,060 target shares outstanding at 12/31/24 | Earned 0–200% of target; settle Mar-2026 | Corporate ROIC/EBITDA; maximums shown in YE table |
| Performance-based RSUs (special award) | 12/19/2024 | $1,000,000 2024 tranche; $1,000,000 2025 tranche | One-year vest (2024 grant vested 2/19/2025) | 2024 milestones met (cost savings, product plans, safety) approved by TMCC |
| Deposit Share Program matching RSUs | 5/31/2024 | 2,216 matching RSUs | Cliff vest on 4th anniversary (5/31/2028) | Must hold newly acquired shares for 4 years; retention/alignment program |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 20,089 shares; includes 169 held by spouse; includes 4,270 shares acquirable via vested options within 60 days of 3/14/2025; <1% of class |
| Stock ownership guideline | Cummins Leadership Team members must hold stock worth 3× base salary; all NEOs in compliance or have time; officers cannot sell until meeting guideline; then only to stay above guideline |
| Pledging/hedging | Officers/directors prohibited from pledging or hedging company stock |
| Unvested RSUs at 12/31/2024 | 6,512 units; market value $2,270,083 (at $348.60) |
| Unearned performance shares at 12/31/2024 | 16,920 units; value $5,898,312 (at $348.60) |
| Options outstanding (exercisable) | 3,200 @ $142.12 exp 4/6/2030; 1,070 @ $163.43 exp 4/4/2029 |
| 2024 realizations | Exercised 5,200 options (value realized $633,170); vested 1,410 shares (value $381,067) |
Employment Terms
| Topic | Terms / amounts |
|---|---|
| Employment contracts | Cummins does not have separate employment contracts with executive officers |
| Clawback policy | Complies with SEC/NYSE; mandatory recovery on accounting restatements; broader discretionary recoupment for misconduct causing reputational/financial harm |
| Change-in-control (CIC) economics | Double-trigger; for NEOs: 2× base salary + 2× bonus at 1.0× payout; accelerated treatment of unvested awards as defined. For J.M. Bush, estimated CIC payments if event on 12/31/2024: Severance $2,470,000; Unvested RS $772,498; Unvested Perf Cash $1,140,000; Unvested Perf Shares $5,516,944; Retirement benefit $1,431,009; Welfare benefits $31,416; Financial advisory/401(k) $52,640; Aggregate $11,414,507 |
| Non-CIC involuntary (not for cause) | If terminated 12/31/2024: Severance $650,000; Annual bonus $994,500; RSUs $1,497,586; plus other components shown; Aggregate $3,192,557 |
| Excise tax gross-ups | None on CIC payments |
Pension and Deferred Compensation (2024 present values)
| Plan | Present value |
|---|---|
| Cummins Pension Plan (Qualified) | $212,478 |
| Excess Benefit Retirement Plan (Non-qualified) | $178,444 |
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | $2,061,754 |
Related Party and Governance Items
- Related party: Cummins disclosed $218,095 total 2024 compensation to Derren Bush (Manufacturing Engineering Director, Supply Chain Aftermarket), spouse of Jenny Bush; included a $54,590 bonus and $2,946 in vested restricted stock; transaction reviewed per policy .
- Say-on-pay: 94.0% approval at 2024 annual meeting; no material program changes were made in response .
- Compensation benchmarking: Committee targets median of market using surveys and a custom peer group (e.g., CAT, DE, ETN, HON, ITW, PCAR, PH, etc.) with Farient as independent advisor .
Segment Performance Context (Power Systems)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total sales ($MM) | $5,033 | $5,673 | $6,408 |
| Segment EBITDA ($MM) | $596 | $836 | $1,180 |
| EBITDA margin | 11.8% | 14.7% | 18.4% |
| Power generation sales ($MM) | $2,790 | $3,340 | $3,985 |
Management commentary attributes 2024 gains primarily to data center-driven power generation demand, favorable pricing and higher volumes .
Compensation Structure Analysis
- Strong pay-for-performance alignment: 2024 annual bonus at 170% on EBITDA/cash flow performance and 150% payout on the 2022–2024 ROIC/EBITDA cycle reflect robust operating execution and capital efficiency .
- Mix shifts and retention: Since 2021, options were removed; LTI is 70% performance shares/30% performance cash; 2024 added PRSU “special awards” with one-year vest tied to milestones, plus a high-retention Deposit Share Program with 4-year holding/vesting—both increase near-term retention hooks and reduce sellable float from matched RSUs .
- Risk mitigants and alignment: 3× salary ownership guideline; anti-pledging/hedging; broad clawback; no excise tax gross-up; no individual employment contracts .
Investment Implications
- Alignment and retention: Bush’s equity mix (performance shares/cash), special 2024–2025 PRSUs, and Deposit Share matching RSUs suggest high alignment with medium-term performance and lower near-term sell pressure due to four-year holding/vesting constraints on matched RSUs .
- Vesting/supply watch: 2023–2025 and 2024–2026 performance share cycles remain outstanding (target 7,060 and 9,860, respectively), while 2024 PRSUs vested 2/19/2025; monitor subsequent Form 4 filings around these dates for potential sales, subject to ownership guideline restrictions .
- CIC and severance economics: Double-trigger CIC exposure of ~$11.4M for Bush is meaningful but standard for senior NEOs at Cummins; non-CIC severance is modest in comparison (aggregate ~$3.19M in a not-for-cause termination example), limiting windfall risk outside of CIC scenarios .
- Track record: Power Systems’ 2024 acceleration (sales +13%, EBITDA +41%, margin +370 bps) under Bush supports incentive payouts and highlights execution in data center/state-of-the-art gensets—key to valuation debates around Cummins’ non-engine growth vectors .
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