Karen Quintos

About Karen H. Quintos

Karen Quintos (61) is an independent director of Cummins Inc. and has served on the Board since 2017. She retired as Dell Technologies’ first Chief Customer Officer (2016–2020) after prior roles including Senior Vice President and Chief Marketing Officer (2010–2016) and leadership positions across services, support and supply chain; earlier, she was Vice President of global operations and technology at Citigroup. She holds an M.S. in marketing and international business from New York University and a B.S. in supply chain management from Pennsylvania State University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Dell Technologies Inc.	Chief Customer Officer	2016–2020	Led global customer strategy; oversaw Diversity & Inclusion, Corporate Responsibility, and Entrepreneurship programs
Dell Technologies Inc.	Senior VP & Chief Marketing Officer; VP Public Sector Marketing; North America Commercial Marketing; leadership in services, support & supply chain	2010–2016 (CMO); other VP/functional roles prior to 2016	Founded Dell’s Women in Action ERG, Interfaith ERG, and Women Entrepreneur Network
Citigroup	Vice President, Global Operations & Technology	Not disclosed (prior to Dell)	Global operations and technology leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Lennox International Inc.	Director	Current	Governance Committee member; Chair, Public Policy Committee
Pennsylvania State University	Trustee	Current	Board of Trustees
Smeal College of Business (Penn State)	Board of Visitors	Current	Advisory Board member
National Center for Missing and Exploited Children	Director	Current	Board member
TGEN (Translational Genomics)	Director	Current	Board member

Board Governance

Independence: Ten of eleven nominees are independent; Quintos is independent .
Attendance: The Board met five times in 2024; all directors attended at least 75% of Board and committee meetings. Independent directors met in executive session at each regular Board meeting .
Committee assignments: Audit Committee member; Governance & Nominating Committee member; Chair, Safety, Environment & Technology (SET) Committee .

Committee	Role	Meetings in 2024	Scope
Audit	Member	9	Financial reporting integrity; auditors; ERM oversight
Governance & Nominating	Member	4	Board composition, evaluations, director education
Safety, Environment & Technology	Chair	4	Safety programs; sustainability (Planet 2050); Destination Zero technology; product quality

Fixed Compensation

Component	Amount (USD)	Notes
Board annual cash retainer	$140,000	Standard non‑employee director cash retainer
Committee chair cash retainer (SET)	$15,000	Chair fee for Safety, Environment & Technology Committee
Total cash fees	$155,000	Sum of retainer and chair fee
Other cash/charitable match	$0	No other cash items disclosed for Quintos
Deferred comp “above market” earnings	$12,186	Director deferred compensation earnings (above market portion)

Performance Compensation

Directors do not receive performance-based bonuses or options; equity is granted annually as stock (no performance conditions).

Grant Date	Shares Granted	Fair Value per Share	Total Grant Fair Value
May 14, 2024	604 shares	$289.4175/share	$174,808

Program design: Target annual director compensation is $315,000 with $140,000 cash and $175,000 in stock; stock value equals 55% of annual retainer and shares are calculated using the 20-day average price on grant date .
Ownership guideline: Directors must hold Cummins stock equal to at least 3× their annual total retainer; all non-employee directors have either satisfied this requirement or have time remaining to do so .

Other Directorships & Interlocks

Company	Market Relationship to CMI	Potential Interlock/Conflict
Lennox International Inc.	HVAC systems (industrial/commercial); CMI serves power solutions markets (engines, power generation)	No related-party transactions involving directors in 2024; none disclosed for Quintos

Expertise & Qualifications

Deep experience in global operations, supply chain, services/support, customer strategy, and marketing; brings sustainability and inclusion leadership to Board oversight .
Skills matrix: Technology/IT, Sales/Marketing, International expertise marked for Quintos in Board’s skills table .

Equity Ownership

Holder	Beneficial Shares	Percent of Class	Notes
Karen H. Quintos	5,936	<1% (*)	Beneficial ownership includes sole/shared voting/investment power per SEC rules; directors/officers prohibited from pledging/hedging CMI stock

Anti-hedging/pledging: Directors and officers are prohibited from pledging, hedging, short sales or similar transactions in Cummins stock .
Director ownership guideline: Minimum 3× annual retainer; compliance noted at Board level .

Governance Assessment

Board effectiveness: Quintos chairs the SET Committee, directly overseeing safety, environmental strategy, and technology competitiveness—critical areas for Cummins’ Destination Zero transition and product quality, which enhances risk oversight and investor confidence .
Independence and engagement: Independent status, multi-committee service (Audit; Governance & Nominating), and attendance ≥75% underscore robust engagement and oversight .
Alignment: Equity-based director compensation and stock ownership guidelines support long-term alignment; no options or short-term performance pay minimizes misaligned incentives .
Conflicts and related-party exposure: The proxy reports no related-party transactions involving directors in 2024; hedging/pledging prohibited—both reduce conflict risk and signal strong governance practices .

RED FLAGS

None disclosed for Quintos: no related-party transactions, no hedging/pledging, no delinquent Section 16 filings reported for her in 2024 .

Insider Trades (Section 16 Compliance)

Item	Status
Delinquent Section 16 filings (Forms 4)	Proxy notes certain May 2024 late Forms 4 for named directors; Quintos is not among those listed