William Miller
Director at CMI
Board
About William I. Miller
William I. Miller (age 68) has served on Cummins’ Board since 1989 and is an independent director. He is President of The Wallace Foundation (2011–present, retiring June 2025) and previously chaired Irwin Management Company (1990–2011). He holds a B.A. in English from Yale University and an M.B.A. from Stanford University, and brings senior executive leadership, financial, regulatory, and public policy expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Irwin Management Company | Chair | 1990–2011 | Private investment firm leadership; prior roles include CEO of a public bank holding company, VC general partner, and real estate development firm (entities not disclosed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Wallace Foundation | President | 2011–2025 | Retiring June 2025; Kimberly A. Nelson (CMI director) serves on The Wallace Foundation board, an interlock to note |
| New Perspective Fund, Inc. | Independent Chair | Since 1992 | Mutual fund family (same as EuroPacific Growth and New World Funds) |
| EuroPacific Growth Fund, Inc. | Independent Chair | Since 1992 | Mutual fund family |
| New World Fund, Inc. | Independent Chair | Since 1999 | Mutual fund family |
Board Governance
- Independence: CMI Board determined 10 of 11 nominees are independent; Miller is independent .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; executive sessions of independent directors were held at each regular meeting .
- Executive Sessions & Lead Director: Independent directors met in executive session at each regular meeting; Lead Director (Thomas J. Lynch) presided .
- Consultant Independence: Farient Advisors engaged as independent compensation consultant to the Talent Management & Compensation Committee; Committee concluded independence and no conflicts .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Talent Management & Compensation (TMCC) | Chair | 6 | Sets CEO goals/compensation; oversees incentive plans and compensation risk; independent membership |
| Audit | Member | 9 | Oversees financial reporting, internal control, compliance; independent membership |
| Governance & Nominating | Member | 4 | Board composition, evaluations, director search and education; independent membership |
| Executive Committee | Member | 0 | Authorized to act between Board meetings; did not meet in 2024 |
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Board cash retainer | $140,000 | Standard non-employee director cash retainer |
| TMCC Chair retainer | $25,000 | Additional cash for committee chair role |
| Total cash fees | $165,000 | Sum of board and chair retainers |
| Stock award (604 shares) | $174,808 | Grant-date fair value; 604 shares at $289.4175/share on May 14, 2024 |
| Deferred comp “above-market” earnings | $78,183 | Director Deferred Compensation Plan earnings above 120% AFR |
| All other compensation | $0 | None reported |
| Total reported compensation | $417,991 | 2024 director compensation total |
- Program structure: Target annual director compensation $315,000: $140,000 cash + $175,000 stock; committee chair cash: $25,000 (Audit, TMCC); $15,000 (Finance, Governance & Nominating, Safety/Environment/Technology). Lead Director receives additional $35,000 cash .
Performance Compensation
| Metric | Applicability to Director Pay | Notes |
|---|---|---|
| Performance-linked metrics | Not applicable | Non-employee director compensation is retainer- and stock-based; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Relationship | Description | Governance Consideration |
|---|---|---|
| The Wallace Foundation interlock | Miller is President; CMI director Kimberly A. Nelson serves on The Wallace Foundation board | Potential information flow interlock; no related-party transactions disclosed involving Miller in 2024 |
| Mutual fund chairs | Independent Chair of New Perspective, EuroPacific Growth, New World Funds | External governance experience; mutual funds are in the same family; no conflicts disclosed with CMI |
Expertise & Qualifications
- Senior executive leadership and financial experience (bank holding company CEO, VC GP, real estate development) .
- Longstanding regulatory and public policy insights; deep historical knowledge of Cummins .
- Demonstrated committee leadership as TMCC Chair; member of Audit and Governance & Nominating Committees .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 58,301 shares; includes 167 shares owned by Mr. Miller’s child |
| Ownership % of outstanding | <1% (starred in table) |
| Options | No options disclosed for Miller in beneficial ownership footnotes (options are disclosed for certain executives/directors; none noted for Miller) |
| Pledging/Hedging | Prohibited for directors and officers per policy |
| Director stock ownership guideline | 3× annual total retainer; all non-employee directors have either satisfied or have time to comply |
Insider Trades
| Trade Date | Reported on Form 4 | Transaction | Shares | Notes |
|---|---|---|---|---|
| May 14, 2024 | Filed May 17, 2024 | Annual stock award | 604 | Director grants were 604 shares; Forms 4 were filed May 17, 2024 to report transactions that occurred on May 14, 2024 |
Shareholder Voting Signals (2025 AGM)
- Director election (William I. Miller): For 95,762,530; Against 8,335,449; Abstain 161,658; Broker non-votes 13,747,219 .
- Advisory say-on-pay: For 94,961,361; Against 8,824,274; Abstain 474,002; Broker non-votes 13,747,219 .
- Shareholder proposal—Independent Chair: For 43,023,230; Against 60,921,624; Abstain 314,783; Broker non-votes 13,747,219 .
Related-Party & Conflicts Review
- Policy: Audit Committee reviews related-party transactions over $120,000; must be fair, reasonable, and in shareholders’ best interests .
- 2024 disclosure: Only related-party transaction disclosed was compensation to spouse of a CMI executive (Jenny Bush); no related-party transactions disclosed involving Miller .
Governance Assessment
- Strengths
- Independent director with deep compensation oversight (TMCC Chair) and financial/compliance oversight (Audit member) .
- High shareholder support in 2025 election; Board-wide strong independence and routine executive sessions .
- Clear director ownership guidelines; anti-pledging/hedging and robust compensation consultant independence practices .
- Watch items
- Very long tenure (since 1989) can pose refreshment/entrenchment risk; Board notes 9 new directors since 2015 as refreshment counterbalance .
- Section 16(a) timing note: Form 4 filed May 17, 2024 for May 14, 2024 transactions (administrative timing disclosure) .
- External interlock via The Wallace Foundation (with director Kimberly A. Nelson) warrants continued monitoring for any potential related-party interactions; none disclosed to date .