Kimberly Nelson
CUMMINSAbout Kimberly A. Nelson
Kimberly A. Nelson, age 62, has served on the Cummins Inc. (CMI) Board since 2020. She is a retired Senior Vice President of External Relations at General Mills, where she spent nearly 30 years and led global sustainability, branding/communications, government affairs, and stakeholder relations; she previously served as President of the U.S. Snacks Division. Nelson holds an MBA in Marketing from Columbia Business School and a BS in International Relations from Georgetown University, and is a member of ELC, Women Corporate Directors, and NACD; she also serves on the board of The Wallace Foundation. She is a non-employee director and serves on Cummins’ Audit, Governance & Nominating, and Safety, Environment & Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | SVP, External Relations | 2010–Jan 2018 | Led sustainability, branding/communications, government affairs/public policy, external stakeholder relations |
| General Mills, Inc. | President, U.S. Snacks Division | 2004–2010 | Senior brand/general management leadership |
| General Mills Foundation | President | 2011–2017 | Philanthropic leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tate & Lyle PLC | Director | Not disclosed | Audit; Nominations |
| Colgate-Palmolive Company | Director | Not disclosed | Personnel & Organization; Nominating, Governance & Corporate Responsibility |
| The Wallace Foundation | Director | Not disclosed | Not disclosed |
| Executive Leadership Council; Women Corporate Directors; NACD | Member | Not disclosed | Not applicable |
Board Governance
- Committee assignments: Audit; Governance & Nominating; Safety, Environment & Technology (member; not a chair). All three committees are composed entirely of independent directors under Cummins, SEC, and NYSE standards .
- Meeting cadence and attendance: The Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service. Non-employee directors met in executive session at each regular meeting, presided over by Lead Director Thomas J. Lynch .
- Independence: Cummins reports 10 of 11 director nominees are independent, and the five standing committees (Audit; Talent Management & Compensation; Governance & Nominating; Finance; Safety, Environment & Technology) are fully independent .
| Committee | 2024 Meetings | Nelson’s Role | Independence |
|---|---|---|---|
| Audit | 9 | Member | All members independent; financial literacy affirmed |
| Governance & Nominating | 4 | Member | All members independent |
| Safety, Environment & Technology | 4 | Member | Independence not explicitly stated, but committee is among five fully independent committees |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Board Cash Retainer | $140,000 |
| Lead Director Fee | $0 (not applicable) |
| Committee Chair Fees | $0 (not a chair) |
| Other Compensation (Charitable match) | $50,000 |
| Total Fees Earned or Paid in Cash | $140,000 |
Notes:
- Cummins targets median market levels for non-employee director pay, with a simple structure aligned to shareholders. In 2024 target annual director compensation was $315,000 (cash $140,000; stock $175,000). Committee chair retainers: $25,000 (Audit, Talent & Comp); $15,000 (Finance; Governance & Nominating; Safety, Environment & Technology) .
Performance Compensation
| Equity Award (2024) | Detail |
|---|---|
| Stock Award Grant Date | May 14, 2024 |
| Shares Granted | 604 shares |
| Grant-Date Value per Share | $289.4175 |
| Aggregate Grant-Date Fair Value | $174,808 |
| Deferral Election | Nelson elected to defer 100% of 2024 stock award |
Performance metrics (company-wide incentives for executives; directors do not receive performance-based pay):
| Most Important Measures | Rationale |
|---|---|
| EBITDA | Incentivizes profitable growth; aligns with shareholder value |
| ROIC | Incentivizes capital-efficient returns; aligns with value creation |
| Operating Cash Flow | Enables investment and capital return to shareholders |
Other Directorships & Interlocks
| External Board | Potential Interlock | Note |
|---|---|---|
| Tate & Lyle PLC | None disclosed with Cummins | Consumer ingredients company; no disclosed related-party ties to Cummins |
| Colgate-Palmolive Company | None disclosed with Cummins | Consumer products company; no disclosed related-party ties to Cummins |
- Related-party transactions: Cummins reports no related-party transactions in 2024 exceeding $120,000 involving directors (other than one employee-spouse case unrelated to Nelson); Audit Committee policy requires fairness and business purpose for any such transactions .
Expertise & Qualifications
- Background: Senior executive experience in international operations, global supply chains, manufacturing, and deep sales/marketing expertise with sustainability insight .
- Skills matrix: Manufacturing; Sales/Marketing; Government/Regulatory; International experience .
Equity Ownership
| Holder | Beneficial Ownership | Percent of Class |
|---|---|---|
| Kimberly A. Nelson | 4,871 shares (includes 82 spouse; 600 shares via 2013 Family Trust; 400 shares via spouse’s 2015 Family Trust) | <1% |
Policies and alignment:
- Director stock ownership guideline: Non-employee directors must own at least 3× annual total retainer; share sales restricted until guideline met; all non-employee directors have met or have time to meet .
- Anti-hedging/anti-pledging: Directors are prohibited from pledging or hedging Cummins stock .
Insider Trades
| Date | Transaction | Shares | Price/Value | Filing |
|---|---|---|---|---|
| May 14, 2024 | Director stock grant | 604 | $289.4175 per share | Form 4 filed May 17, 2024 (company notes filings made for multiple directors including Nelson) |
Governance Assessment
- Board effectiveness: Nelson serves on Audit and ESG-relevant committees (Safety, Environment & Technology), supporting oversight of financial reporting, risk, sustainability, and technology. Committee independence and robust Board processes (executive sessions, majority voting, proxy access, board evaluations) support investor confidence .
- Independence & engagement: Non-employee, committee-member on fully independent committees; Board held 5 meetings with ≥75% attendance across directors; active executive sessions with Lead Director oversight .
- Alignment: Equity retainer in stock with deferral election (100%) and stringent ownership/anti-hedging policies indicate alignment and reduced agency risk .
- Compensation structure: No chair stipends; standard cash retainer and equity; charitable match utilized ($50,000), consistent with policy .
- Conflicts and red flags: No related-party transactions disclosed involving Nelson in 2024; hedging/pledging prohibited; minor administrative note that a Form 4 for the May 14 grant was filed on May 17 alongside other directors, which the company disclosed in its Section 16(a) compliance discussion . No other governance red flags identified in the proxy for Nelson.