Jennifer Rumsey
HillenbrandAbout Jennifer W. Rumsey
Jennifer W. Rumsey (age 51) is an independent director of Hillenbrand, Inc. since 2020, serving on the Nominating/Corporate Governance (NCG) and Compensation & Management Development Committees; she is the Chair and CEO of Cummins, Inc. and brings deep engineering, operations, sustainability, and Six Sigma expertise. She holds an MS in Mechanical Engineering from MIT and a BS in Mechanical Engineering from Purdue University . The Board determined she is independent under NYSE and SEC rules despite limited, immaterial transactions between Hillenbrand and Cummins .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins, Inc. | Chair and CEO | Since 2023 | Led strategic transition to lower-carbon products; broad operations oversight . |
| Cummins, Inc. | President & CEO | 2022–2023 | Oversaw global operations and growth initiatives . |
| Cummins, Inc. | President & COO | 2021–2022 | Enterprise operations leadership across multiple business areas . |
| Cummins, Inc. | VP & President, Components Business | 2019–2021 | Product lifecycle responsibility and product quality . |
| Cummins, Inc. | VP, Chief Technical Officer | 2015–2019 | Led strategic investments and the sustainability/low-emissions transition . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cummins, Inc. (public company) | Chair; Director | Chair since 2023; Director since 2022 | Public board leadership; potential interlock addressed via independence review . |
| Purdue University, College of Engineering | Advisory Council Member | 2016–2022 | Academic advisory role . |
| U.S. DOE Hydrogen and Fuel Cell Technical Advisory Committee | Advisory Council Member | 2019–2021 | Technical advisory to DOE . |
Board Governance
- Committee assignments: Member, Nominating/Corporate Governance Committee and Compensation & Management Development Committee .
- Independence: Board determined Ms. Rumsey is independent under NYSE/SEC standards; reviewed Cummins-related transactions and deemed immaterial with no material interest, vendor selection involvement, or compensation linkage .
- Attendance: In FY2024, the Board met 7 times; committees met 4–7 times each; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership and executive sessions: Independent Chair; CEO and Chair roles are separate; non-employee director executive sessions after each Board and committee meeting .
- Anti-hedging/anti-pledging policy applies to directors; trading preclearance required .
Fixed Compensation
| Component | Amount/Detail | Date/Period | Notes |
|---|---|---|---|
| Annual cash retainer | $95,000 | FY2024 | Standard non-employee director retainer; no per-meeting fees . |
| Committee chair fees | $0 | FY2024 | Not a chair; Audit Chair = $20,000; other chairs = $15,000 (program terms) . |
| Chair of Board cash premium | $0 | FY2024 | Not Chair; Chair premium $38,750 in FY2024 . |
| Stock awards (RSUs) – grant-date fair value | $139,968 | Granted Feb 20, 2024 | 3,002 RSUs granted to each non-employee director at the 2024 Annual Meeting (~$140,000 target) . |
| All other compensation | $228 | FY2024 | Company-provided term life insurance (net of premiums) . |
| Program change (RSU value) | Target increased to $140,000 | Effective Oct 1, 2023 | Director annual RSU award level increased from $125,000 to $140,000 . |
Performance Compensation
| Feature | Detail | Date/Period | Notes |
|---|---|---|---|
| Equity type | Time-based RSUs (directors) | FY2024 | No options or performance-based equity for directors . |
| Vesting schedule | Earlier of 1-year from grant or immediately before next Annual Meeting | 2024 grant | RSUs vest per program; shares are not delivered and must be held until departure, death/disability, or change in control . |
| Holding/deferral | Mandatory post-vest holding until departure; dividends accrue and are paid in shares at distribution | Ongoing | RSUs carry no voting rights until share delivery; dividend equivalents reinvested . |
| Performance metrics tied to director pay | None disclosed | N/A | Director compensation uses fixed cash + time-based RSUs; no TSR/EBITDA metrics for directors . |
Other Directorships & Interlocks
| Counterparty | Relationship to HI | FY2024 Transactions | Independence Outcome |
|---|---|---|---|
| Cummins, Inc. | Customer and minor vendor; Ms. Rumsey executive at Cummins | Cummins purchased ~$588,000 of capital equipment/aftermarket from HI’s MTS segment; HI purchased ~$5,500 of equipment/services from Cummins . | Board determined Ms. Rumsey is independent; transactions immaterial relative to revenues; no vendor selection involvement; no compensation linkage . |
Expertise & Qualifications
- Technical/operations: Deep engineering background, Six Sigma certified, product lifecycle, and operations leadership across highly technical industrial businesses .
- Sustainability: Led lower-emissions transition at Cummins; current CEO of a global power solutions company with environmental impact .
- Education: MS Mechanical Engineering (MIT); BS Mechanical Engineering (Purdue) .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 12,810 | Dec 13, 2024 | Includes RSUs and trust shares; less than 1% of outstanding . |
| RSUs held (beneficially) | 12,223 | Dec 13, 2024 | Count of RSUs on company books . |
| Trust shares | 587 | Dec 13, 2024 | Revocable living trust; Ms. Rumsey trustee . |
| RSUs vested | 9,098 | Sept 30, 2024 | Vested RSUs count . |
| RSUs unvested | 3,056 | Sept 30, 2024 | Unvested RSUs count . |
| Ownership guideline | 5x annual cash compensation | Policy | Non-employee directors must meet within 5 years of election; Rumsey under five-year compliance window (elected Aug 2020) . |
| Pledging/hedging | Prohibited; none pledged | Policy / FY2024 | Anti-hedging/anti-pledging policy; none of directors’ shares pledged . |
Governance Assessment
- Board effectiveness: Rumsey’s technology, operations, and sustainability credentials align with HI’s pure-play industrial strategy; active roles on NCG and Compensation support governance and pay oversight .
- Independence and conflicts: Cummins interlock reviewed; transactional amounts small and longstanding; no role in vendor selection; independence affirmed—mitigates conflict risk and supports investor confidence .
- Attendance and engagement: Board and committee cadence robust; each director ≥75% attendance; regular executive sessions; indicates healthy oversight culture .
- Compensation alignment: Director pay mix (~40% cash/60% equity), RSU hold-until-departure, 5x cash ownership guideline strengthen alignment; no options or performance shortcuts; RSU value increased to market levels .
- Shareholder signals: 2025 Say-on-Pay received 98.46% approval—strong endorsement of compensation practices and governance .
- RED FLAGS: None observed—no related-person transactions requiring disclosure since FY2023; anti-hedging/pledging in place; interlock managed via independence review; ownership guideline compliance window ongoing, not necessarily a shortfall .