Cummins calls them directors.
That sounds rather grand. It suggests direction. Judgment. Adults around a table examining the machinery before somebody turns it on and pumps illegal pollution through nearly a million vehicles.
Unfortunately, the Cummins board of directors looks less like a command centre and more like a corporate mortuary with excellent catering.
Eleven people occupy the current boardroom: Jennifer Rumsey, Gary Belske, Bruno Di Leo Allen, Daniel Fisher, Carla Harris, Thomas Lynch, William Miller, Kimberly Nelson, Karen Quintos, John Stone and Matthew Tsien.
Cummins says they oversee the company’s affairs, protect shareholders and exercise “sound and independent judgment” over significant strategic and operational issues.
Lovely.
Now place that language beside the largest Clean Air Act civil penalty in history.
Regulators found illegal defeat devices in 630,000 Ram trucks fitted with Cummins engines. Another 330,000 vehicles carried emission-control devices that Cummins failed to disclose during certification. The affected model years stretched from 2013 to 2023.
Nearly one million vehicles entered the regulatory slaughterhouse.
Cummins agreed to pay $1.675 billion in civil penalties. Recall, repair and pollution-mitigation obligations pushed the estimated cost beyond $2 billion. Meanwhile, the settlement required new corporate-governance, technical and organisational procedures intended to prevent future emissions cheating.
Read that last part again.
The company already had a board.
An environmental committee already existed.
Executives possessed policies, values, dashboards, reporting lines and enough corporate stationery to pulp a fucking forest.
Nevertheless, regulators required Cummins to install additional governance after discovering software designed to behave differently during emissions testing and ordinary driving.
That is not a loose screw.
It is the state arriving after the industrial autopsy and ordering the undertaker to fit a pulse monitor.
The State Orders A Pulse Monitor
This article does not allege that every Cummins director personally designed illegal software, ordered a defeat device or committed individual wrongdoing. No regulator made such findings against most of the people profiled below.
The charge is more direct.
Cummins sells this board as a fortress of oversight. Yet several directors sat inside the company during the affected years, others arrived carrying résumés from corporations with their own spectacular control failures, and the current board continues to pour champagne over its governance model as though the $2 billion crater were a decorative pond.
So, let us meet the fucking board.
Five Meetings And A $3.7 Million Dinner Bill
Cummins’ board held five meetings during 2025.
Five.
The company says directors and committees receive periodic risk reports. Its full board reviews sustainability strategy at least annually, while the Safety, Environment and Technology Committee oversees environmental risks. Cummins also claims the board or its committees dedicate time at every regular meeting to environmental strategy, risks and progress.
Therefore, the board held five official meetings during a year in which it supervised a global manufacturer still digesting the largest Clean Air Act civil penalty ever imposed.
One meeting for each working day in a particularly lazy week.
For this monumental exertion, the ten current non-employee directors received approximately $3.734 million in reported 2025 compensation. Ordinary target compensation consisted of $140,000 in cash and $175,000 in shares. Committee chairs received extra retainers. Lead director Thomas Lynch collected another $45,000.
Some directors also received charitable-contribution matches or above-market earnings from deferred compensation.
Cummins calls this alignment with shareholders.
TCAP calls it ten expensive chairs arranged around a regulatory corpse.
Jennifer Rumsey received no separate director fee because Cummins already paid her through the executive-compensation machine. Her 2025 summary-compensation total reached approximately $19.9 million. The proxy’s SEC-defined “compensation actually paid” calculation placed the figure at $37.3 million, largely because of equity-value adjustments.
That second number does not mean Rumsey collected $37.3 million in cash. However, it does demonstrate the extraordinary wealth machinery built around the person who simultaneously leads management and chairs the board supposedly overseeing management.
Nothing says independent scrutiny like marking your own homework with a pen worth nearly twenty million dollars.
Cummins Fights Independent Board Leadership
After the emissions apocalypse, one might expect Cummins to welcome an independent chair.
Do not be fucking ridiculous.
Shareholders proposed separating the chair and CEO roles again in 2026. Cummins recommended voting against the proposal.
Its board argued that combining the roles under Jennifer Rumsey creates a unified vision, streamlines accountability and allows efficient functioning. Apparently, one person leading the company and the body supervising that person does not weaken oversight. It streamlines it.
So does removing the brakes from a hearse.
Cummins points to Thomas Lynch as lead independent director. According to the company, Lynch approves agendas, leads Rumsey’s performance review, presides over independent sessions and encourages directors to question management when necessary.
“Independent” therefore means Lynch may question the CEO before she resumes chairing the board.
Shareholders previously considered similar proposals in 2013, 2015, 2019, 2022, 2023, 2024 and 2025. The board opposed the 2026 attempt as well. Although the proposal failed, more than 24 million shares supported separating the roles.
Cummins survived nearly one million affected vehicles, a $1.675 billion civil penalty and mandatory governance reforms, then concluded that its leadership structure required no fucking alteration.
The machine ate a village.
Management changed the ribbon.
Jennifer Rumsey – The Engineer Chairing Her Own Oversight
Jennifer Rumsey sits at the head of the Cummins board of directors as both chair and CEO.
Her official biography reads like a guided tour through the company’s technical bloodstream.
Rumsey served as Vice President of Engineering for the Engine Business from 2013 to 2015. Next came the role of Vice President and Chief Technical Officer from 2015 to 2019. She then led the Components Segment, became chief operating officer, moved into the CEO position in August 2022 and added the chairmanship one year later.
Those dates matter.
The illegal defeat-device settlement covered model-year 2013 through 2019 trucks. Cummins also failed to disclose auxiliary emission-control devices in model-year 2019 through 2023 vehicles.
Rumsey’s engineering and technology leadership overlapped the principal affected model years.
The Product Lifecycle In Handcuffs
No government agency has publicly found that Jennifer Rumsey personally designed, authorised or knew about illegal defeat devices. That qualification belongs here in concrete, not pencil.
However, Cummins cannot simultaneously market her technical command as proof of boardroom fitness and treat the same command as irrelevant when the engines crawl into court wearing software handcuffs.
Her biography says she understands the complete product lifecycle, including advanced research, new-product development, current-product engineering and product quality.
Splendid.
The enforcement record concerns engine software, emissions certification, regulatory disclosure and how products behaved outside standard testing.
That sounds suspiciously like a fucking product lifecycle.
Rumsey now chairs the board that evaluates Rumsey, sets the company’s direction under Rumsey and supervises the consequences of technical failures arising from years in which Rumsey held senior technical responsibility.
Cummins calls this unified leadership.
In a restaurant, it would mean the chef poisoning the dining room, conducting the hygiene inspection and writing the review.
During the 2026 director election, more than 5.26 million shares voted against Rumsey. Only Carla Harris and William Miller received more opposition.
Nevertheless, Cummins recommends the arrangement with the confidence of a mortician advertising repeat business.
William Miller – The $552 Million Bank Failure In The Governance Committee
William I. Miller joined the Cummins board in 1989.
That is not board tenure.
It is geological sediment.
Cummins praises his “deep historical knowledge” and regulatory experience. The company’s current website mainly introduces Miller as the retired president of the Wallace Foundation, a philanthropic organisation.
The introduction feels gentle.
Tasteful, too.
Most efficient of all, it steps around Irwin Financial Corporation.
Miller served as chairman and CEO of Irwin Financial when its two banks collapsed in 2009. A Federal Reserve Inspector General review estimated that Irwin Union Bank and Trust’s failure cost the Deposit Insurance Fund $552.4 million.
The OIG found that the bank’s board and management pursued aggressive expansion using high-risk business models. Assets almost tripled between 2000 and 2005. High-risk loans included lending up to 125% of property value. Meanwhile, volatile funding, weak controls and inadequate risk management turned the balance sheet into a loaded shotgun stored beside the oven.
Examiners raised corporate-governance, risk-management and internal-control weaknesses years before the failure.
Still, the expansion continued.
Net income declined for five consecutive years.
Eventually, the banks closed. Irwin Financial entered bankruptcy, and the public insurance machinery began shovelling more than half a billion dollars into the hole.
The Court Case Miller Ultimately Won
A bankruptcy trustee later sued Miller and other executives over alleged fiduciary-duty failures. The Seventh Circuit revived two claims in 2014, while Judge David Hamilton described the collapse as an “expensive debacle” and discussed those who had “ran the banks into the ground.”
Miller ultimately won.
The district court entered summary judgment for the officers, and the Seventh Circuit affirmed in 2018. The court found that the board had instructed management to support the banks after receiving advice from regulators and experienced outside counsel. Accordingly, Miller was not found personally liable.
That result matters.
So does the fucking bank failure.
Cummins now keeps Miller on its Audit, Executive, Governance and Nominating, and Talent Management and Compensation committees. His 2025 reported compensation reached $451,124, the largest total among the current non-employee directors.
He has occupied a Cummins board seat for 37 years.
During the 2026 election, more than 7.02 million shares voted against Miller—the highest opposition received by any Cummins director.
Apparently, some shareholders looked at the governance priest, found a $552 million banking crater beneath his cassock and decided the sermon had gone on long enough.
Thomas Lynch – Lead Independent Director And The Chinese Military Export File
Thomas Lynch joined the Cummins board in 2015.
Today, he serves as lead independent director, sits on the Executive Committee and belongs to the Finance, Governance and Nominating, and Safety, Environment and Technology committees.
Cummins presents Lynch as the adult in the room.
His previous corporate chapel was TE Connectivity. Lynch served as CEO until 2017, chairman until that year and then non-executive chairman until 2024.
In 2024, the US Commerce Department imposed a $5.8 million penalty on TE Connectivity and its Hong Kong subsidiary over 79 export-control violations committed between December 2015 and October 2019.
The company exported wires, circuit-board connectors, pressure scanners and other items to Chinese parties connected with hypersonic missiles, unmanned aerial vehicles and military electronics programmes.
Commerce said China-based company representatives used deception and concealment to disguise restricted end users or end uses. Staff altered customer names, supplied misleading descriptions and failed to identify an obvious alternative spelling of an entity already sitting on the restricted list.
The conduct began while Lynch was TE’s CEO and chairman. His executive leadership overlaps roughly the first fifteen months, while his chairmanship overlaps longer.
What The Enforcement File Does Not Say
No enforcement document accuses Thomas Lynch of personally arranging, knowing about or participating in the illegal exports.
TE also disclosed the violations voluntarily, cooperated with investigators and completed remedial work. Those actions reduced the penalty.
Nevertheless, Cummins now markets Lynch’s international operations, supply-chain and technology experience as reasons to trust his oversight.
Fine.
His former company’s international operations shipped controlled components to organisations linked with Chinese weapons research. The sales apparatus reportedly concealed names and end uses while screening systems failed to recognise a spelling variation.
That history does not prove Lynch committed misconduct.
It does make his appointment as Cummins’ governance sentry feel like hiring a former cemetery manager because the graves were beautifully labelled.
Lynch received $404,075 in reported Cummins compensation for 2025. More than 4.09 million shares voted against his reelection in 2026.
He remains the independent counterweight to Jennifer Rumsey.
A counterweight attached by the same fucking rope.
Karen Quintos – Dell’s Diversity Chief And The $7 Million Pay Case
Karen Quintos joined the Cummins board in 2017.
She now chairs the Safety, Environment and Technology Committee. Quintos also sits on the Audit and Governance and Nominating committees.
Cummins praises her strategic knowledge of sustainability and inclusion.
That inclusion credential comes largely from Dell Technologies, where Quintos served as chief customer officer from 2016 until 2020. According to Cummins’ proxy, she also led Dell’s Diversity and Inclusion, Corporate Responsibility and Entrepreneurship strategies and programmes.
In September 2019, Dell agreed to provide $7 million in lost wages, interest and benefits to resolve federal indicators of race- and gender-based wage discrimination.
The agreement resolved twenty pending compliance evaluations and required corporate-wide equal-employment measures. Dell denied liability. Part of the amount also included earlier payments linked to EMC, which Dell acquired in 2016.
Nobody has publicly found that Karen Quintos personally discriminated against an employee.
Still, the executive marketed for leading diversity and inclusion occupied that role when her company paid millions to resolve federal indicators that women and minority workers had received unequal compensation.
That is not a footnote.
It is the floor opening beneath the diversity lectern.
Cummins now uses Quintos to chair environmental and technological oversight after its own historic emissions settlement. Her reported 2025 compensation reached $409,991, including a $50,000 charitable-contribution match.
More than 4.59 million shares voted against her in 2026.
The board calls her an inclusion and sustainability expert.
The regulatory archive arrives carrying a wage-discrimination agreement and asks whether anybody checked the walk-in fridge.
Matthew Tsien – Secret Shoppers And GM China’s Price-Fixing Bill
Matthew Tsien joined the Cummins board in July 2025.
Cummins immediately placed him on its Audit, Governance and Nominating, and Safety, Environment and Technology committees.
Tsien previously led General Motors in China from 2014 through 2020.
In December 2016, Shanghai authorities fined SAIC-GM’s sales company RMB 201.76 million after finding that it imposed minimum resale prices on dealers.
The conduct began in 2014, the year Tsien became president of GM China.
Authorities found that the company monitored dealer pricing through secret shoppers, online surveillance and daily pricing reports. Dealers who discounted vehicles below the imposed levels faced meetings, withheld supplies of popular models, financial penalties and deductions from their rebates.
Cadillac, Chevrolet and Buick models all entered the arrangement.
The Enforcement Kitchen
The company did not merely suggest prices.
It reportedly built an enforcement kitchen.
Mystery shoppers checked the dining room. Internet monitors watched the menu. Dealers who lowered the bill found popular vehicles removed from the pantry. Others lost rebates or received penalties.
Shanghai regulators concluded that the system restricted competition, damaged consumer interests and forced buyers to pay more than they would under effective competition.
No public finding says Matthew Tsien personally designed, approved or knew about the scheme.
Yet his leadership overlap could hardly be tighter. The conduct began when he took charge of GM China and operated inside GM’s principal Chinese joint venture.
Cummins recruited this experience as technical and international expertise.
The board needed another guardian for technology, regulation and governance.
It selected the man whose China presidency opened with secret shoppers policing dealer discounts.
Tsien received a prorated $269,245 in reported 2025 Cummins compensation. Only 436,853 shares voted against him in 2026, the lowest opposition on the board.
Give shareholders time.
The corpse has only just arrived.
Gary Belske – The Audit Chairman From The Ethics-Exam Kitchen
Gary Belske joined the Cummins board in 2022.
He chairs the Audit Committee and also sits on the Governance and Nominating and Talent Management and Compensation committees.
Before Cummins, Belske spent 38 years at Ernst & Young. For a decade, he served as deputy managing partner and chief operating officer for EY’s US and Americas operations.
Cummins calls him a financial expert.
The Trapdoor Beneath The Exam Room
Between 2012 and 2015, while Belske remained a senior EY operations executive, more than 200 audit professionals exploited a software flaw that allowed them to pass continuing-education tests after answering as little as one question correctly.
One fucking answer.
The gatekeepers found a trapdoor beneath the exam room and formed a queue.
EY discovered the scheme, disciplined employees and warned staff not to cheat. Nevertheless, later misconduct continued from 2017 through 2021, after Belske had retired. That second period involved answer keys for CPA ethics exams and other training courses.
The SEC eventually imposed a $100 million penalty after finding widespread cheating and a materially misleading response during its investigation.
Belske had left EY before the later misconduct and the misleading SEC submission. No regulator accused him of cheating, concealing cheating or committing personal wrongdoing.
His relevant overlap concerns the earlier 2012–2015 episode, when more than 200 professionals exploited the testing platform during his tenure as a top operations executive.
Cummins now places him at the head of its Audit Committee.
Because, naturally, when your company has endured an emissions-certification catastrophe, you recruit governance talent from an audit firm where hundreds of professionals discovered that ethics exams could be passed with almost no correct answers.
Belske received $405,625 in reported compensation for 2025.
His committee supposedly oversees financial reporting, compliance and the integrity of ESG-related data.
Somewhere, a multiple-choice question has started laughing.
Bruno Di Leo Allen – IBM’s Growth Markets And The Chinese Slush-Fund Years
Bruno Di Leo Allen joined the Cummins board in 2015.
He sits on the Finance, Governance and Nominating, and Safety, Environment and Technology committees.
Di Leo spent decades at IBM. From 2008 through 2011, he led the company’s Growth Markets Unit from Shanghai. Later, he became senior vice president for sales and distribution across large parts of the world.
Cummins celebrates this international experience.
The SEC’s version of IBM’s international experience contains more luggage.
In 2011, IBM agreed to pay $10 million to resolve Foreign Corrupt Practices Act allegations involving South Korea and China.
The SEC alleged that IBM’s Chinese subsidiaries had engaged in a widespread practice of providing overseas trips, entertainment and improper gifts to Chinese government officials from at least 2004 through early 2009.
Employees allegedly used travel agencies, fake invoices and off-book arrangements to create slush funds. Government officials received junkets, entertainment and other benefits while IBM’s controls sat in the corner wearing a paper bag.
Di Leo’s Shanghai leadership overlaps only the final portion of the alleged Chinese conduct.
The SEC did not name him, accuse him of participating or state that he knew about the payments.
That limitation remains essential.
Even so, the résumé Cummins sells as proof of international command passed through IBM’s Chinese operation during part of an enforcement period involving gifts, trips, fake invoices and inadequate controls.
Di Leo now helps oversee Cummins’ finance, environmental technology and governance.
The company paid him $339,075 in reported 2025 compensation.
A former corporate empire sits behind him.
Beside it lies another regulatory file.
Cummins introduces another director beneath lighting designed to hide the blood on the chopping board.
Carla Harris – Morgan Stanley’s Missing Hard Drives Join The Board
Carla Harris joined the Cummins board in 2021.
She serves on the Finance, Governance and Nominating, and Talent Management and Compensation committees.
Harris spent 38 years at Morgan Stanley. From 2013 through 2021, she served as vice chair of Wealth Management before becoming a senior client adviser.
In 2022, the SEC charged Morgan Stanley Smith Barney over extensive failures to protect the personal information of approximately 15 million customers.
Fifteen Million Customers And Forty-Two Missing Servers
The failures began as far back as 2015.
Morgan Stanley hired a moving and storage company without relevant data-destruction expertise to dispose of thousands of servers and hard drives. Some devices ended up with a third party and later appeared on an internet auction site. The company recovered only part of the equipment.
Another internal exercise discovered 42 missing servers.
Those machines potentially contained unencrypted customer information. Although the servers possessed encryption capability, Morgan Stanley had apparently failed to activate it for years.
The SEC called the failures astonishing and imposed a $35 million penalty.
No enforcement finding accused Carla Harris of managing hardware disposal, selecting the contractor or personally causing the data failures.
However, the conduct occurred inside Morgan Stanley’s wealth-management business during her vice-chair tenure.
Cummins describes Harris as bringing experience in finance, strategy and risk management from a highly regulated industry.
Risk management.
Fifteen million customers.
Missing servers.
Unencrypted data.
A moving company entrusted with the digital equivalent of a bank vault.
The corporate biography walks into the kitchen wearing a white suit. The enforcement order throws a bucket of server-room slurry across it.
Harris received $381,909 in reported Cummins compensation for 2025. During the 2026 election, more than 6.38 million shares voted against her—the second-highest opposition on the board.
Only William Miller collected more shareholder dissent.
Cummins still recommends the full slate.
The buffet must continue.
Daniel Fisher – Ball’s Corporate Trapdoor Opens Mid-Sentence
Daniel Fisher joined the Cummins board in 2023.
He sits on the Finance, Governance and Nominating, and Talent Management and Compensation committees.
Until November 2025, Fisher also served as chairman and CEO of Ball Corporation.
Then the trapdoor opened.
Ball announced on November 10, 2025, that it had appointed a new CEO “effective immediately.” Fisher stepped down, and the lead independent director took over as chairman.
The company stated that his departure did not result from any disagreement.
There is no evidence of misconduct in Ball’s announcement. Corporate leadership changes occur, and the filing expressly denied a disagreement.
Still, the language has the warmth of a meat-locker invoice.
Effective immediately.
New CEO.
New chairman.
Thank you for your contributions.
Please collect your organs from reception.
Cummins’ current biography now calls Fisher the “former” chairman and CEO of Ball. Nevertheless, he remains on the Cummins board, where his finance and risk-management expertise supposedly informs governance and executive pay.
Fisher received $342,476 in reported Cummins compensation during 2025.
His old company removed him from both top roles in one morning.
Cummins kept his chair warm.
Perhaps that is what boardroom resilience means: even when one throne ejects you, another remains available with a committee pack and lunch.
Kimberly Nelson – Sustainability Expertise At The Regulatory Wake
Kimberly Nelson joined the Cummins board in 2020.
She sits on the Audit, Governance and Nominating, and Safety, Environment and Technology committees.
Nelson previously led external relations at General Mills. Her responsibilities included sustainability, government affairs, public policy, communications and stakeholder relations.
Unlike several colleagues, Nelson does not arrive with an obvious director-specific regulatory crater attached to her biography.
That does not make her irrelevant.
She joined Cummins before regulators announced the $2 billion emissions settlement. The company now presents her sustainability experience as a reason shareholders should trust its environmental oversight.
Fine.
Then oversight must mean something.
A board cannot collect expertise as decorative china and bring it out only when the sustainability report needs a photograph. Directors receive handsome compensation because they supposedly ask difficult questions, challenge management and prevent risk from hardening into catastrophe.
Nelson’s reported 2025 compensation reached $389,075, including a $50,000 charitable-contribution match.
She currently sits on both the Audit Committee and the committee responsible for environmental and technological risk.
Therefore, Nelson belongs in the Cummins board story not because TCAP found personal misconduct, but because the company places her name on the lock after regulators found the vault door hanging from one hinge.
Clean résumés do not disinfect dirty governance.
They merely provide fresh aprons.
John Stone – Deere’s Massage-Parlour Compliance File
John Stone joined the Cummins board in 2024.
He serves on the Audit, Governance and Nominating, and Safety, Environment and Technology committees.
Before becoming CEO of Allegion, Stone spent twenty years at Deere & Company. From July 2020 until May 2022, he led Deere’s Worldwide Construction, Forestry and Power Systems business.
That business included Wirtgen.
In 2024, the SEC charged Deere over bribery committed by its Wirtgen Thailand subsidiary. From at least late 2017 through 2020, employees bribed Thai government officials and private-company employees to win contracts and sales.
The benefits included cash, overseas travel and massage-parlour visits.
Wirtgen Thailand recorded the payments as legitimate business expenses. Deere agreed to pay nearly $10 million after the SEC found books-and-records and internal-control violations.
The SEC said Deere failed to integrate Wirtgen promptly into its compliance and control environment after acquiring the business in 2017.
The Brief Overlap And The Permanent Halo
Stone’s segment leadership began in July 2020, meaning his overlap covers only the closing months of the stated enforcement period.
No regulator accused John Stone of authorising, knowing about or participating in the bribery.
Still, the episode provides another striking ingredient for Cummins’ governance stew.
Stone’s résumé praises business-process excellence, international operations and risk management. His former segment contained a newly acquired subsidiary where cash, travel and massage parlours moved through the accounts as ordinary expenses.
Cummins responded by placing him on Audit, Governance and Environmental Technology.
Corporate America rarely throws away a résumé.
It scrapes off the regulatory barnacles, laminates the remaining page and serves it beside the fucking soup.
Stone received $341,575 in reported Cummins compensation for 2025.
The massage-parlour bill belongs to Deere.
The governance halo has moved to Cummins.
The Boardroom Collection Plate
Now place the eleven directors together.
Jennifer Rumsey led engineering and technology during principal model years covered by Cummins’ emissions settlement. She now serves as CEO and chairs the board overseeing her.
William Miller led a banking group whose collapse left the Deposit Insurance Fund with an estimated $552.4 million loss. Cummins has kept him on its board since 1989.
Thomas Lynch led TE Connectivity during part of a period involving illegal exports to Chinese organisations linked with hypersonics, drones and military electronics.
Karen Quintos ran Dell’s diversity and inclusion programmes when the company entered a $7 million agreement resolving federal indicators of pay discrimination.
Matthew Tsien headed GM China when its principal joint venture punished dealers for discounting vehicles below imposed prices.
Gary Belske operated near the top of EY while more than 200 audit professionals exploited an exam-software flaw.
Bruno Di Leo Allen ran IBM’s growth markets from Shanghai during the final portion of Chinese conduct covered by a $10 million FCPA settlement.
Carla Harris served as vice chair of Morgan Stanley Wealth Management during years when customer data sat on discarded or missing servers.
John Stone briefly led Deere’s relevant business segment during the final months of misconduct behind a Thai bribery settlement involving cash, trips and massage parlours.
Daniel Fisher lost his Ball Corporation CEO and chairman positions with immediate effect in November 2025, although Ball said the departure involved no disagreement.
Kimberly Nelson brings a cleaner personal record but still sells Cummins’ claimed sustainability oversight from inside the same boardroom.
What These Histories Actually Prove
Again, these overlaps do not prove personal wrongdoing.
They reveal what Cummins considers premium governance stock.
The company has assembled a museum of seniority, corporate prestige and previous-employer enforcement debris. It then positioned these people as independent guardians of a manufacturer whose own compliance failure required government-mandated governance reforms.
That is not a boardroom.
It is an executive recycling centre where every damaged corporate résumé receives another coat of varnish and a committee chair.
The Shareholders Have Started Counting The Bodies
All eleven directors won reelection in May 2026.
However, the opposition tells its own story.
William Miller received more than 7.02 million votes against.
Carla Harris collected 6.39 million.
Jennifer Rumsey faced 5.26 million.
Karen Quintos received 4.60 million.
Thomas Lynch drew 4.10 million.
Bruno Di Leo Allen attracted 2.49 million.
Gary Belske received 1.75 million.
Kimberly Nelson faced 1.47 million.
John Stone collected 1.36 million.
Daniel Fisher received 1.33 million.
Matthew Tsien, the newest arrival, faced 436,853 votes against.
Cummins will point out that each director still received overwhelming support.
True.
Corporate elections commonly offer shareholders a menu consisting of the nominated slate or screaming into a filing cabinet.
Even so, millions of shares voted against the board’s most entrenched figures. Miller, Harris, Rumsey, Quintos and Lynch collected the largest opposition.
Those five names sit close to the article’s central themes: executive power, governance history, environmental oversight, compensation and the supposed independence of the board.
Shareholders may not have removed them.
They did leave fingerprints on the coffin.
Cummins’ Board Oversaw The Future After It Arrived
Cummins loves the language of transition.
Destination Zero.
Decarbonisation.
Innovation.
Sustainability.
The future of power.
Inside that cathedral, the Cummins board of directors appears as a circle of wise custodians steering an industrial giant towards cleaner technology.
Outside, regulators documented a different procession.
Illegal software reduced or deactivated emissions controls under normal driving conditions.
More than 600,000 trucks required recall repairs.
Nearly one million vehicles carried undisclosed software features.
Communities near roads absorbed excess nitrogen oxides.
Cummins received the largest civil penalty in Clean Air Act history.
Then the company paid its current non-employee directors $3.734 million in one year, awarded its CEO a $19.9 million summary-compensation package and argued that the CEO should continue chairing her own oversight body.
Oversight Cannot Become Wallpaper
That is not accountability.
It is a banquet held in the pathology department.
The board’s committees possess magnificent names. Audit. Governance. Safety. Environment. Technology. Talent. Compensation.
Every title sounds carved for a courthouse façade.
Yet titles do not supervise companies.
People do.
If Cummins wants to credit its directors for strategy, growth, profit and shareholder returns, it must also permit the public to examine what passed beneath their chairs. Oversight cannot become invisible whenever responsibility approaches carrying an invoice.
The directors did not all cause the emissions case.
Several arrived after the relevant engineering years.
Others bring no personal misconduct finding at all.
Nevertheless, every current member now owns the aftermath. Directors approve the structure. Each recommends the others for reelection. Together, they preserve the combined chair and CEO role. Meanwhile, the retainers, shares, committee premiums and reputational lacquer continue to flow.
The board cannot serve as a victory photograph during profitable years and transform into wallpaper when the regulators arrive.
Meet The Board
First comes Jennifer Rumsey, the engineer who became CEO and then chair of the board charged with overseeing her.
Beside her sits William Miller, Cummins director since 1989 and former banking CEO standing beside a $552 million Deposit Insurance Fund crater.
Lead independent director Thomas Lynch arrives from TE Connectivity, where his leadership overlapped part of an export-control case involving Chinese military programmes.
Karen Quintos brings Dell’s diversity programme to the table before taking charge of Cummins’ environmental oversight committee.
New arrival Matthew Tsien previously headed GM China while dealers were monitored and punished for offering customers larger discounts.
Audit chairman Gary Belske came from the firm where hundreds of auditors discovered a trapdoor beneath professional education.
Shanghai veteran Bruno Di Leo Allen led IBM’s growth markets during the closing period of the company’s Chinese FCPA conduct.
Morgan Stanley alumnus Carla Harris supplies the risk-management wisdom from a wealth-management business that lost servers containing customer information.
The Second Half Of The Table
Daniel Fisher remains Cummins governance furniture after Ball removed him from its two highest positions with immediate effect.
Kimberly Nelson provides sustainability expertise from inside the board responsible for converting corporate values into something more substantial than funeral flowers.
Finally, John Stone offers process excellence after briefly leading the Deere segment connected to a bribery period featuring cash, travel and massage parlours.
Eleven directors.
Five meetings.
Millions in compensation.
One CEO chairing her own overseers.
Nearly one million affected vehicles.
More than $2 billion in penalties, recall costs and mitigation obligations.
A government order requiring new governance procedures because the existing corporate immune system had already watched the knife enter.
Cummins says this board protects shareholders and exercises sound, independent judgment.
TCAP sees eleven expensive suits standing around a diesel grave, each holding a different corner of the tarpaulin.
The company calls it oversight.
Regulators called for reform.
Shareholders delivered millions of votes against.
Still, Cummins kept serving dessert.
Lee Thompson – Founder, The Cummins Accountability Project
Source List
Cummins Governance And Emissions Records
- Cummins – Board Of Directors
- Cummins – 2026 Proxy Statement
- US Securities And Exchange Commission – Cummins 2026 Annual Meeting Voting Results
- US Environmental Protection Agency – Cummins Vehicle Emission-Control Violations Settlement
- US Department Of Justice – Record Cummins Clean Air Act Settlement
Director And Corporate-History Records
- Federal Reserve Office Of Inspector General – Material Loss Review Of Irwin Union Bank And Trust
- US Court Of Appeals For The Seventh Circuit – Levin v Miller, 2014 Decision
- US Court Of Appeals For The Seventh Circuit – Levin v Miller, 2018 Decision
- US Department Of Commerce – TE Connectivity Export-Control Penalty
- US Department Of Labor – Dell $7 Million Pay-Discrimination Agreement
- Shanghai Administration For Market Regulation – SAIC-GM Administrative Penalty Decision
- Yicai – SAIC-GM Price-Monopoly Decision And Penalty Details
- US Securities And Exchange Commission – Ernst & Young Ethics-Exam Cheating Order
- US Securities And Exchange Commission – IBM Foreign Corrupt Practices Act Enforcement Action
- US Securities And Exchange Commission – Morgan Stanley Customer-Data Enforcement Action
- US Securities And Exchange Commission – Deere Foreign Corrupt Practices Act Enforcement Action
- Ball Corporation – Board And Leadership Transitions