Thomas Lynch
Lead Independent Director at CMI
Board
About Thomas J. Lynch
Thomas J. Lynch (age 70) is Cummins’ independent Lead Director and has served on the Board since 2015. He is the retired Chairman and former CEO of TE Connectivity, with deep experience in global manufacturing, technology, automotive/transportation, and governance; he holds a B.A. in Commerce from Rider University . The Board explicitly identifies him as independent and selected him as Lead Director to drive agendas, preside over executive sessions, and lead performance reviews, reflecting strong board-process credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity Ltd. (formerly Tyco Electronics) | Chairman; Chief Executive Officer; Director | Chairman 2013–2017; CEO beginning 2006; Director beginning 2007; Non‑Executive Chairman until April 2024 | Led transformation; governance; technology; operations; retired April 2024 |
| Tyco Engineered Products & Services | President | Sept 2004–Jan 2006 | Key leader executing separation of Tyco Electronics from Tyco International |
| Motorola | EVP; President & CEO, Personal Communications Sector | Pre‑2004 (prior to Tyco) | Led handset business; global tech and supply chain exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Automatic Data Processing, Inc. (ADP) | Director; Non‑Executive Chairman | Director since 2018; Non‑Exec Chair effective Feb 2024 | Current role; significant public company governance exposure |
| Thermo Fisher Scientific Inc. | Director; Lead Director | Director 2009–May 2022; Lead Director since Feb 2020 | Retired in May 2022 |
| The Franklin Institute | Board Member | — | Non‑profit governance |
| Rider University | Board of Trustees | — | Academic governance |
Board Governance
- Independence: The Board determined ten of eleven nominees, including Lynch, are independent .
- Lead Director responsibilities: Chairs Governance & Nominating; approves agendas/schedules; presides over executive sessions; leads CEO/Board performance reviews; liaises with shareholders; reviews Board materials . Leadership structure continues to combine Chair/CEO with an independent Lead Director (Lynch), reviewed annually .
- Committees and engagement:
- Governance & Nominating Committee (Chair); met 4 times in 2024 .
- Talent Management & Compensation Committee (Member); met 6 times in 2024 .
- Finance Committee (Member); met 3 times in 2024 .
- Executive Committee (Member); did not meet in 2024 .
- Attendance and executive sessions: The Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; non‑employee directors met in executive session each regular meeting, presided over by Lynch .
| Committee | 2024 Meetings | Lynch’s Role |
|---|---|---|
| Governance & Nominating | 4 | Chair |
| Talent Management & Compensation | 6 | Member |
| Finance | 3 | Member |
| Executive | 0 (no meetings) | Member |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board retainer (cash) | $140,000 | Standard cash retainer for non‑employee directors |
| Lead Director cash retainer | $35,000 | Incremental for Lead Director |
| Committee chair fee | $15,000 | Governance & Nominating chair fee |
| Total fees earned (cash) | $190,000 | Sum of above for Lynch |
| Target annual director compensation | $315,000 | Program design: $140,000 cash + $175,000 in common stock |
Program structure highlights:
- No meeting fees; simple median‑market design .
- Deferred Compensation Plan available; directors may defer cash/stock (options mirror 401(k) choices; legacy crediting options) .
Performance Compensation
| Equity Grant Detail (2024) | Data |
|---|---|
| Stock award value (grant‑date fair value) | $174,808 for Lynch |
| Shares granted | 604 shares to each director |
| Grant valuation basis | $289.4175 per share (20‑day average; grant date May 14, 2024) |
| Deferral election | Lynch elected to defer 100% of 2024 stock award |
| Stock ownership guideline (directors) | ≥3× annual total retainer; compliance required within 6 years; all non‑employee directors either satisfied or have time |
Notes:
- Director equity is time‑based stock (not options) and aligns pay with shareholder returns; performance metrics are not used for director equity awards (program described as retainer + stock) .
Other Directorships & Interlocks
| Company | Relationship to CMI | Potential Interlock/Conflict |
|---|---|---|
| ADP (Non‑Exec Chair; Director) | HR/payroll services provider; not a CMI competitor | No related‑party transactions disclosed involving Lynch |
| TE Connectivity (former Chair/CEO) | Supplier of connectivity/sensor solutions broadly | Historical role; no current CMI related‑party transactions disclosed |
| Thermo Fisher (former Lead Director) | Scientific instruments; unrelated to CMI’s core engines | Former role; no CMI related‑party transactions disclosed |
Related‑party transactions policy requires Audit Committee approval for >$120k transactions and none were disclosed for directors/nominees in 2024 other than a spouse of an officer (not Lynch) .
Expertise & Qualifications
- Manufacturing, technology/IT, international, and financial expertise highlighted in Board skills matrix for Lynch .
- Deep public company board leadership experience, including non‑executive chair and lead director roles, with transformation, strategic planning, and compensation oversight .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Thomas J. Lynch | 11,038 | <1% |
Additional alignment features:
- Anti‑pledging and anti‑hedging policy: directors/officers are prohibited from pledging, short sales, or hedging in CMI stock .
- Director stock ownership guideline (≥3× retainer) and sale restrictions until guideline met; Board reports all non‑employee directors are compliant or on track .
Governance Assessment
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Strengths
- Lead Independent Director with robust responsibilities and active agenda‑setting; presides over executive sessions and leads CEO/Board performance reviews, signaling strong oversight and board effectiveness .
- Multi‑committee engagement (Chair of Governance & Nominating; member TMCC, Finance, Executive) with documented meeting cadence, supporting engagement depth .
- Independence affirmed; Board’s governance framework includes evaluation processes, shareholder engagement, ESG/risk oversight, and clawback/anti‑hedging policies, bolstering investor confidence .
- Compensation alignment: modest cash retainer plus stock; Lynch defers equity, indicating long‑term alignment; ownership guidelines and sale restrictions further align interests .
-
Watch items
- External time commitments (e.g., ADP Non‑Exec Chair) warrant ongoing monitoring, though the Board maintains limits on public board memberships and annually assesses leadership structure .
-
RED FLAGS
- None disclosed for Lynch: no related‑party transactions; anti‑pledging/hedging in place; all directors met attendance thresholds; director equity is straightforward with no options or repricing .
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Context
- Shareholder support for executive compensation remains strong (94% say‑on‑pay approval at 2024 AGM), indicating a favorable governance climate and board credibility with investors .