Robert Bernhard
Director at CMI
Board
About Robert J. Bernhard
Robert J. Bernhard (age 72) is an independent director of Cummins Inc., serving on the Board since 2008. He is Professor Emeritus of Aerospace and Mechanical Engineering and former Vice President for Research at the University of Notre Dame, with prior leadership roles at Purdue University and two patents in noise control engineering—bringing deep research, engineering, and innovation expertise to the Board . Ten of Cummins’ eleven director nominees, including Bernhard, are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Notre Dame | Professor Emeritus; Vice President for Research | Professor 2007–2024; VP Research through 2023 | Led research strategy; senior academic leadership |
| Purdue University | Associate VP for Research; Professor (Assistant→Full) | AVP 2004–2007; prior faculty years not fully specified | Directed Ray W. Herrick Laboratories (1994–2005) |
| Ray W. Herrick Laboratories (Purdue) | Director | 1994–2005 | Oversaw engineering research programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Institute of Noise Control Engineering (I‑INCE) | Secretary General; President; Past President | Sec. Gen. 2000–2015; President 2000–2022; Past President current | Global leadership in noise control engineering |
| Professional Societies | Fellow, INCE‑USA; Fellow, Acoustical Society of America; Fellow, ASME; Professional Engineer | — | Recognized technical credentials |
Board Governance
- Committee assignments (2024): Audit Committee (member), Governance & Nominating Committee (member), Safety, Environment & Technology Committee (member) .
- Independence: Independent director (all nominees except the CEO are independent) .
- Attendance and engagement: The Board held 5 meetings in 2024, and all directors attended at least 75% of Board and committee meetings during periods served; non‑employee directors met in executive session at each regular meeting (presided over by Lead Director Thomas J. Lynch) .
- Lead independent director structure: Roles and responsibilities of the Lead Director (Thomas J. Lynch) are robust, including chairing Governance & Nominating and executive sessions, agenda-setting, and performance reviews .
- Committee activity levels (2024 meetings): Audit (9), Talent Management & Compensation (6), Finance (3), Governance & Nominating (4), Safety, Environment & Technology (4) .
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $140,000 | Standard cash portion of $315,000 target package |
| Equity (common stock) | $174,808 | 604 shares valued at $289.4175 per share, granted May 14, 2024 (55% of retainer) |
| Above‑market deferred comp earnings | $30,156 | Earnings above 120% AFR under director deferred comp plan |
| All other compensation | $0 | — |
| Total (2024) | $344,964 | Sum of components above |
Additional program features:
- Standard non‑employee director target annual compensation: $315,000, split $140,000 cash and $175,000 in stock; stock ownership guideline of 3x annual retainer within six years; company notes all non‑employee directors have satisfied or have time remaining to comply .
- 2024 equity grant mechanics: Each director was awarded 604 shares based on the 20‑day average price of $289.4175 on May 14, 2024; pro‑rations applied for mid‑year appointees .
- Deferrals: Bernhard elected to defer 100% of his 2024 stock award and 100% of his 2024 cash fees .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Non‑employee director pay | Cash retainer + stock grant | Not performance‑based; no bonus or PSU metrics disclosed for directors |
Cummins’ detailed performance metric frameworks (EBITDA, ROIC, OCF) apply to executives/employee incentive plans, not to non‑employee director compensation .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed in Cummins’ 2025 proxy biography for Bernhard |
| Committee chair roles at Cummins | None (member on Audit; Governance & Nominating; Safety, Environment & Technology) |
| Interlocks/related director ties | None disclosed pertaining to Bernhard |
Expertise & Qualifications
- Engineering and R&D leadership; noise control engineering expert; two patents; extensive academic administration experience (Notre Dame VP for Research; Purdue roles) .
- Board skills matrix: Marked strengths in Automotive & Transportation, Manufacturing, Technology/IT, and Academics .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert J. Bernhard | 18,516 | <1% | Beneficial ownership per SEC rules; address on file at CMI |
| Hedging/pledging | — | — | Directors and officers are prohibited from pledging, short sales, or hedging of Cummins stock |
| Ownership guidelines | — | — | Directors must hold ≥3x annual retainer within six years; company reports all have satisfied or have time remaining |
Insider reporting note:
- Form 4s were filed on May 17, 2024 for several directors, including Bernhard, to report a May 14, 2024 transaction (the annual stock grant); company states Section 16 filing requirements were complied with during 2024 except for these dated filings referenced in the “Delinquent Section 16(a) Reports” section header .
Related‑Party Transactions and Conflicts
- Policy: Audit Committee reviews/approves related‑party transactions >$120,000; requires terms fair and reasonable and in the best interest of shareholders .
- 2024 disclosure: One related‑party employment compensation item involved the spouse of a company officer; no related‑party transactions involving Bernhard were disclosed .
Compensation Committee Analysis (Governance Context)
- The Talent Management & Compensation Committee (TMCC) is fully independent and engaged Farient Advisors LLC as its independent compensation consultant in 2024; oversees executive and Board compensation, risk assessment, and incentive plan design .
- 2024 Say‑on‑Pay support was 94.0% of votes cast, signaling strong investor alignment with compensation practices (executive, not director‑specific) .
Governance Assessment
- Strengths for investor confidence:
- Independent long‑tenured director with deep technical and research expertise aligned to Cummins’ technology, manufacturing, and sustainability oversight needs .
- Active on key oversight committees (Audit; Governance & Nominating; Safety, Environment & Technology), supporting financial integrity, board composition/refreshment, and product/safety/ESG technology oversight .
- Board structure features robust independent leadership (strong Lead Director role; executive sessions each regular meeting) and comprehensive ESG/risk oversight .
- Director stock ownership guidelines and anti‑hedging/pledging policy support alignment with shareholders .
- Potential watch items:
- Above‑market earnings in the director deferred compensation program ($30,156 for Bernhard in 2024) can draw governance scrutiny at some institutions, though the plan is disclosed and broadly available to directors .
- Section 16 note references Form 4s filed May 17, 2024 for May 14 transactions, which the company discloses under its delinquency discussion header; provide context if questioned by investors .
- No red flags identified:
- No related‑party transactions or pledging/hedging involving Bernhard disclosed; all directors met attendance expectations in 2024 .
Overall, Bernhard’s technical depth and committee mix bolster board effectiveness in audit, governance, and safety/technology oversight; compensation/ownership structures appear aligned with shareholders, with no disclosed conflicts or attendance issues .