John Stone
Director at CMI
Board
About John H. Stone
John H. Stone (age 54) is an independent director of Cummins Inc. (CMI) since 2024 and serves as President and Chief Executive Officer of Allegion plc. He holds a B.S. in Mechanical Engineering from the U.S. Military Academy and an M.B.A. from Harvard Business School, with prior roles at Deere & Company leading AI/ML-driven precision technologies and at General Electric as a Six Sigma Black Belt; he also served as a U.S. Army infantry officer . He joined the CMI board on February 12, 2024, and is positioned as a technology-forward operator with deep global manufacturing and innovation credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | President, Worldwide Construction, Forestry & Power Systems | Jul 2020 – May 2022 | Oversaw ~$11.4B revenue in 2021, drove expansion and profitability . |
| Deere & Company | Head, Intelligent Solutions Group | Prior to 2020 | Led rapid AI/ML capability development; integrated precision-ag tech; led Blue River Technology acquisition; established SF John Deere Labs and precision-ag HQ in Iowa . |
| Deere & Company | VP, Corporate Strategy & Business Development; Global Director, Utility Tractor Product Line; GM, John Deere Ningbo (China) | Various | International operations and product leadership across geographies . |
| General Electric | Six Sigma Black Belt Quality Engineer | Prior | Process excellence and quality systems expertise . |
| U.S. Army | Infantry Officer | Prior | Leadership and operational discipline . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc | President, Chief Executive Officer, and Director | Since Jul 2022 | Leads a global security products company; brings manufacturing/technology/international expertise to CMI board . |
Board Governance
- Independence: Stone is independent; 10 of 11 CMI director nominees are independent (only the Chair/CEO is not) .
- Committee assignments (2024): Audit; Governance & Nominating; Safety, Environment & Technology .
- Attendance/engagement: The Board met 5 times in 2024; all directors attended ≥75% of board and committee meetings during their service; non-employee directors held executive sessions each regular meeting .
- Lead director structure: Independent Lead Director (Thomas J. Lynch) with strong authorities; board conducts routine evaluations and maintains robust ESG and risk oversight .
| Committee | Stone’s Role | 2024 Meetings | Scope/Notes |
|---|---|---|---|
| Audit | Member | 9 | Financial reporting, internal controls, auditor oversight, ERM oversight; all members independent; committee includes an audit committee financial expert as chair . |
| Governance & Nominating | Member | 4 | Board composition/refresh, evaluations, director education; all members independent . |
| Safety, Environment & Technology | Member | 4 | Safety programs, sustainability (Planet 2050), Destination Zero tech roadmaps, product quality; all-independent committee . |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $186,667 | Includes prorated retainer for Feb–Apr 2024 plus 2024–2025 service year retainer . |
| Stock Awards (2024) | $232,958 | Aggregate grant-date fair value under ASC 718 . |
| All Other Compensation (2024) | $0 | No charitable match used; program allows up to $50,000 match per director . |
| Total (2024) | $419,625 | Sum of components . |
Program structure (non-employee directors):
- Target annual compensation: $315,000 (cash retainer $140,000; equity $175,000 in common stock) .
- Lead Director fee: +$35,000; Chair fees: +$25,000 (Audit, TMCC) or +$15,000 (Finance, Governance & Nominating, Safety/Environment/Technology) .
- Deferred compensation available on fees/equity; stock ownership guideline = 3× annual retainer within six years; limited share sales until guideline met .
2024 stock grants detail (shares):
- Each director received 604 shares on May 14, 2024 (20-day avg price $289.4175) .
- Stone additionally received a prorated 242-share award on Feb 12, 2024 (20-day avg price $240.29) when he joined the board .
Performance Compensation
| Element | Design | 2024 Detail |
|---|---|---|
| Performance-based director pay | Not used | Non-employee director compensation is structured as fixed cash retainer plus equity in common stock; no options or performance metrics for director pay are disclosed . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Allegion plc | CEO and Director | No related-party transactions involving Stone disclosed by CMI in 2024; Audit Committee policy governs RPT approvals . |
Expertise & Qualifications
- Manufacturing, Technology/IT (including AI/ML), International operations, and Financial skills are core attributes highlighted for Stone in the board’s skill matrix .
- Track record integrating advanced technologies into industrial platforms (precision agriculture, robotics, AI/ML) aligns with CMI’s Destination Zero and product tech oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John H. Stone | 846 | <1% | Beneficial ownership as of March 14, 2025; less than 1% of shares outstanding . |
Additional alignment and risk controls:
- Director ownership guideline: 3× annual retainer within six years; all non-employee directors have satisfied or have time to do so (Stone joined 2024) .
- Anti-pledging/hedging: Directors prohibited from pledging or hedging CMI stock .
Governance Assessment
-
Positives and confidence signals
- Independence and committee load: Stone is independent and sits on Audit and SET committees—key oversight areas for financial integrity, product safety, sustainability, and technology—supporting board effectiveness .
- Attendance standard met at board level; robust executive sessions and Lead Director model reinforce independent oversight .
- Pay alignment for board: Equity in common stock plus ownership guideline enhances long-term alignment; no performance-option constructs that could bias oversight .
- Company-wide governance quality: 94.0% support on 2024 say-on-pay and strong ESG/risk oversight cadence signal constructive shareholder relations and disciplined compensation governance .
-
Potential risks and watch items
- External CEO role: As a sitting CEO of Allegion, Stone’s aggregate time commitments should continue to be monitored against CMI’s policy limiting CEO/director service on other boards; the proxy affirms such limits exist but does not disclose individual thresholds—investors may seek assurance on overboarding risk as responsibilities evolve .
- Ownership scale: Current direct ownership (846 shares) is modest relative to guideline but within the six-year compliance window for a 2024 appointee; progress toward 3× retainer should be monitored over time .
-
Conflicts/related-party and red flags
- No related-party transactions disclosed for Stone in 2024; Audit Committee’s RPT policy in place .
- Pledging/hedging prohibited for directors, reducing alignment risk; no Section 16 delinquencies noted for Stone in 2024 .
- Board-level shareholder proposal to mandate an independent Chair was opposed by the Board; context shows longstanding investor support for flexible structure (investors should assess independence safeguards via Lead Director and committee oversight) .
Note: All facts above are sourced to Cummins Inc. 2025 DEF 14A (filed March 31, 2025). Citations in brackets reference document ID and chunk index.