DEF 14A of Atmus Filtration Technologies Inc., Mar 27, 2024

DEF 14A of Atmus Filtration Technologies Inc.

Filed Mar 27, 2024 · FY20230001921963-24-000047

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  2. The Board of Directors recommends a vote FOR each of the director nominees for a three-year term expiring in 2027

    The Board of Directors recommends a vote FOR each of the director nominees for a three-year term expiring in 2027 The Board is divided into three classes, with the terms of office of each class ending in successive years. The terms of directors Gretchen R. Haggerty and Jane A. Leipold will expire at the Annual Meeting, and the Board has nominated each of them to serve for an additional three-year term expiring at the 2027 annual meeting of stockholders. If elected, the nominees would serve until the expiration of their terms and until their successors have been elected and qualified. Proxies cannot be voted for more than two nominees. Should any one or more of the nominees become unable or unwilling to serve (which is not expected), the proxies unless marked to the contrary will be voted for such other person or persons as the Board may recommend. The election of directors is to be decided by a plurality vote of the Atmus common stock present or represented by proxy and entitled to vote at the Annual Meeting. Under plurality voting, director nominees are elected by a plurality of the votes cast, meaning that the nominees with the most affirmative votes are elected to fill the available seats up to the maximum number of directors to be elected. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees.

  3. DIVERSITY OF SKILLS AND EXPERTISE

    DIVERSITY OF SKILLS AND EXPERTISE To assist with candidate assessment, our Governance and Nominating Committee (the “Governance Committee”) utilizes a matrix, which is reviewed annually, of the relevant attributes, skills and experiences that evolve with the Company’s business and strategy. With this in mind, the Board, led by the Governance Committee chair, identified the following attributes, skills and experiences as most relevant for the Company’s Board at this time:

  4. DIVERSITY OF SKILLS AND EXPERTISE

    | | | | | | | Executive Leadership Leadership experience, including through service in public and private company executive roles or leadership | | Public Company Board Insight overseeing and leading public companies and strategies for building partnerships with different customers and stakeholders | | | 7 out of 7 | | 4 out of 7 | | | | | | | | Global Experience Experience in, and exposure to, operating within complex business environments and diverse markets; engaging with international stakeholders; and navigating global regulatory regimes and frameworks | | Financial and Accounting Expertise Understanding or overseeing financial reporting, disclosure controls and internal controls | | | 7 out of 7 | | 6 out of 7 | | | | | | | | M&A/Business Development Experience developing and implementing operating plans and business strategy | | Spin-Off Experience Experience with the nuances of creating an independent public company from a parent company | | | 7 out of 7 | | 5 out of 7 | | | | | | | | Dealers/Distributors Leadership experience with dealers and distributors as an important part of the value chain | | Information Technology Knowledge or experience with information technology, cybersecurity and related issues and risks | | | 3 out of 7 | | 1 out of 7 |

  5. DIVERSITY OF SKILLS AND EXPERTISE

    | Attributes, Skills and Experiences | | | | | | | | | Executive Leadership | • | • | • | • | • | • | • | | Public Company Board | | | • | • | | • | • | | Global Experience | • | • | • | • | • | • | • | | Financial and Accounting Expertise | • | • | • | • | | • | • | | M&A/Business Development | • | • | • | • | • | • | • | | Spin-Off Experience | • | • | | • | • | • | | | Dealers/Distributors | | • | • | | | | • | | Information Technology | • | | | | | | |

  6. NOMINEES FOR TERMS ENDING IN 2027

    NOMINEES FOR TERMS ENDING IN 2027

  7. NOMINEES FOR TERMS ENDING IN 2027

    | GRETCHEN R. HAGGERTY Independent Director Age: 68 Director since: 2022 Board Committees: Audit (Chair), Governance and Nominating | Ms. Haggerty had a 37-year career with United States Steel Corporation (NYSE:X) and its predecessor, USX Corporation, which, in addition to steel production, also managed and supervised energy operations, principally through Marathon Oil Corporation. From March 2003 until her retirement in 2013, she served as Executive Vice President & Chief Financial Officer and also served as Chairman of the U.S. Steel & Carnegie Pension Fund and its Investment Committee. Earlier, she served in various financial executive positions at U.S. Steel Corporation and USX Corporation, beginning in November 1991 when she became Vice President and Treasurer. Ms. Haggerty has served as a director of Teleflex Incorporated (NYSE: TFX), a global provider of medical technology products, since 2016 and currently serves as a member of the audit committee. Ms. Haggerty has also served as a director of Johnson Controls International plc (NYSE:JCI), since March 2018, where she serves as chair of the audit committee. She is a former director of USG Corporation, a leading manufacturer of building materials. Ms. Haggerty earned her Bachelor of Science in Accounting from Case Western Reserve University and her Juris Doctorate from Duquesne University School of Law. Attributes and Skills: Executive Leadership Public Company Board Global Experience Financial and Accounting Expertise M&A/Business Development Spin-Off Experience | | | Key Contributions to the Board: •Deep financial acumen as a former Chief Financial Officer •Experience serving on the board of directors of multiple international companies •Significant knowledge of the global marketplace gained from business experience •Experience leading global teams |

  8. NOMINEES FOR TERMS ENDING IN 2027

    | JANE A. LEIPOLD Independent Director Age: 63 Director since: 2022 Board Committees: Talent Management and Compensation (Chair), Governance and Nominating | Ms. Leipold is an accomplished global business executive and consultant, with a variety of experiences in engineering, operations and human resources. With over twenty years of human resources leadership experience, Ms. Leipold started a consulting business, JAL Executive HR Consulting, LLC, in 2017, where she provides a wide breadth of executive human resources consulting services on an interim or project basis. From 2006 through 2016, Ms. Leipold served as Senior Vice President & Chief Human Resources Officer for TE Connectivity (NYSE: TEL), a publicly traded manufacturer of connectors and sensors. From 2001 through 2006, Ms. Leipold was Vice President of Human Resources at Tyco Electronics, in addition to other roles in the human resources department. Ms. Leipold holds a Bachelor of Science in Quantitative Business Analysis and a Master of Business Administration from Pennsylvania State University. Attributes and Skills: Executive Leadership Global Experience M&A/Business Development Spin-Off Experience | | | Key Contributions to the Board: •Knowledge of Atmus' industry •Extensive global human resources experience |

  9. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  10. DIRECTORS CONTINUING IN OFFICE

    | R. EDWIN BENNETT Independent Director Age: 62 Director since: 2022 Term Expires 2025 Board Committees: Audit and Governance and Nominating | Mr. Bennett retired from Ernst & Young (“EY”) in September 2021 after a 38-year career as a professional services partner and senior business leader. Mr. Bennett served in many senior leadership roles at EY, most recently as the Vice Chair — Operations and Chief Operating Officer from 2015 through 2021. Prior to that role, Mr. Bennett served as EY’s Deputy Vice Chair and Chief Operating Officer — Consulting Services. Mr. Bennett serves as a strategic advisor to ServiceNow and is a member of its Americas Advisory Council, which is focused on enhancing customer experiences, driving business value and accelerating transformation. Mr. Bennett earned his Bachelor of Science in Accounting from the University of Georgia and is a Certified Public Accountant. Mr. Bennett also completed the Executive Leadership Program at the Kellogg School of Management and the Global Executive Leadership Program at Harvard Business School. Attributes and Skills: Executive Leadership Global Experience Financial and Accounting Expertise M&A/Business Development Spin-Off Experience Information Technology | | | Key Contributions to the Board: •Extensive management experience developed as lead of global operations of one of the world’s largest consulting organizations •Deep accounting and cyber acumen •Experience advising other public companies |

  11. DIRECTORS CONTINUING IN OFFICE

    | STEPHANIE J. DISHER CEO and Director Age: 48 Director since: 2022 Term Expires 2026 | Ms. Disher currently serves as Atmus’ Chief Executive Officer. Ms. Disher previously served as Vice President of Cummins Filtration Inc. Prior to that role, Ms. Disher served in various leadership roles since joining Cummins in 2013, including as Operations Director and Managing Director for Cummins in the South Pacific region. Ms. Disher holds a Bachelor’s degree in Commerce from the University of Western Sydney and a Master of Business Administration from the University of Melbourne. Attributes and Skills: Executive Leadership Global Experience Financial and Accounting Expertise M&A/Business Development Spin-Off Experience Dealers/Distributors | | | Key Contributions to the Board: •Extensive knowledge of Atmus industry and business •Leadership experience •Strategic capability •Commercial capability including deep finance expertise |

  12. DIRECTORS CONTINUING IN OFFICE

    | DIEGO DONOSO Independent Director Age: 57 Director since: 2024 Term Expires 2026 Board Committees: Audit, Governance and Nominating | Mr. Donoso retired in April 2023 from Dow Inc. (“Dow”), an American multinational materials science company. From 2012 until his retirement, Mr. Donoso served as President of Packaging & Specialty Plastics (“P&SP”), one of three operating segments of Dow, which consisted of two integrated global businesses: Hydrocarbons and Packaging and Specialty Plastics. Mr. Donoso began his career with Dow more than 30 years ago when he joined Dow as a trainee in the commercial department in São Paulo, Brazil. Over the next 20 years, Mr. Donoso served in numerous business and commercial leadership positions for Dow’s resins and plastics franchise in both Latin America and Europe. In 2010, Mr. Donoso was appointed President of Dow Japan and Korea based in Tokyo, Japan, and, in 2012, transferred to Dow’s corporate headquarters in Midland, Michigan and was promoted to President of P&SP later that year. Mr. Donoso has served as a director of GrafTech International Ltd. (NYSE: EAF), a manufacturer of graphite electrodes and petroleum coke, since 2023 and currently serves as a member of the audit committee. Mr. Donoso earned his Bachelor of Science in Marketing and International Business from Babson College. Attributes and Skills: Executive Leadership Public Company Board Global Experience Financial and Accounting Expertise M&A/Business Development Dealers/Distributors | | | Key Contributions to the Board: •Significant executive leadership experience •Broad-based and valuable insights on business development •Deep experience on international business issues |

  13. DIRECTORS CONTINUING IN OFFICE

    | STEPHEN E. MACADAM Independent Director and Chair of the Board of Directors Age: 63 Director since: 2022 Term Expires 2025 Board Committees: Governance and Nominating, Talent Management and Compensation | Mr. Macadam served as Vice Chairman of EnPro Industries, Inc., a diversified manufacturer of industrial products (“EnPro”), from August 2019 to February 2020. From April 2008 until his retirement in July 2019, he served as Chief Executive Officer and President of EnPro. From October 2005 to March 2008, he was Chief Executive Officer of BlueLinx Inc., the largest building products distribution company in North America at that time. From August 2001 to September 2005, he served as President and CEO of Consolidated Container Company, LLC. Prior to that position, Mr. Macadam held senior leadership positions at Georgia-Pacific Corporation and was a partner at McKinsey & Company. Mr. Macadam has served as a director of Louisiana-Pacific Corp. (NYSE: LPX) since February 2019, where he is the chair of the compensation committee and a member of the governance and corporate responsibility committee, and he has served as a director of Sleep Number Corporation (NASDAQ: SNBR) since November 2023, where he is the co-chair of the capital allocation committee and a member of the corporate governance committee. From February 2020 until November 2023, Mr. Macadam served as a director of Veritiv Corporation (NYSE: VRTV), where he served as chairman of the board of directors from September 2020 to November 2023. From 2016 until January 2023, Mr. Macadam served as a director of Valvoline Inc. (NYSE: VVV), where he was a member of the compensation committee and the governance and nominating committee. Previously, Mr. Macadam also served as a director of EnPro (NYSE: NPO) from 2008 to February 2020. Mr. Macadam holds a Bachelor of Science in mechanical engineering from the University of Kentucky, a Master of Science in Finance from Boston College and a Master of Business Administration from Harvard Business School, where he was a Baker Scholar. Attributes and Skills: Executive Leadership Public Company Board Global Experience Financial and Accounting Expertise M&A/Business Development Spin-Off Experience Dealers/Distributors | | | Key Contributions to the Board: •Significant experience and knowledge in the areas of executive leadership, international operations, mergers and acquisitions, business re-orientation, industrial products manufacturing, product distribution and procurement, and finance and accounting •Significant experience gained from service on the board of directors of other publicly-traded companies |

  14. DIRECTORS CONTINUING IN OFFICE

    | STUART A. TAYLOR II Independent Director Age: 63 Director since: 2024 Term Expires 2026 Board Committees: Talent Management and Compensation, Governance and Nominating (Chair) | Mr. Taylor is the President of The Taylor Group LLC, a non-traditional private equity firm focused on investing in private companies in partnership with high potential entrepreneurs. He previously held positions as senior managing director at Bear, Stearns & Co. Inc. (1999–2001), and managing director of CIBC World Markets and head of its Global Automotive Group and Capital Goods Group (1996–1999). He also served as managing director of the Automotive Industry Group at Bankers Trust (1993–1996), following a 10-year position in corporate finance at Morgan Stanley. Mr. Taylor has served as a director of Wabash National Corporation (NYSE: WNC), a manufacturer of motor vehicle parts, since 2019, where he chairs the finance committee and serves as a member of the audit committee, Ball Corporation (NYSE: BALL), a manufacturer of metal products, since 1999, where he chairs the nominating and corporate governance committee and is a member of the human resources committee, and Hillenbrand Industries Inc., a global industrial company, since 2008, where he chairs the mergers and acquisitions committee and serves on the compensation and management development committee and nominating and corporate governance committee. Mr. Taylor previously served as director of Essendant Inc., formerly known as United Stationers Inc., a wholesale distributor of business products, from 2011 until 2019. Mr. Taylor earned his Bachelor of Arts in History from Yale University and his Master of Business Administration from Harvard University. Attributes and Skills: Executive Leadership Public Company Board Global Experience Financial and Accounting Expertise M&A/Business Development Dealers and Distributors | | | Key Contributions to the Board: •Experience and knowledge in the areas of executive leadership, mergers and acquisitions, developing talent and diversity and inclusion •Significant experience gained from service on the board of directors of other publicly-traded companies |

  15. EXECUTIVE AND DIRECTOR COMPENSATION OF ATMUS

    EXECUTIVE AND DIRECTOR COMPENSATION OF ATMUS

  16. Purposes and Principles of Atmus’ Executive Compensation Program

    Purposes and Principles of Atmus’ Executive Compensation Program Atmus’ long-term success depends on its ability to attract, motivate, focus, and retain highly talented individuals committed to Atmus’ vision, strategy and corporate culture. To that end, Atmus’ executive compensation program is designed to link executives’ pay to their individual performance, to Atmus’ annual and long-term performance and to the successful execution of Atmus’ business strategies. Atmus’ salary levels and incentive targets are intended to recognize individual performance and market pay levels. Atmus’ compensation philosophy rewards executives for achieving financial objectives and building long-term value for shareholders and other stakeholders. Atmus’ executive compensation program is based on four key principles: Competitive. Compensation is designed to attract, retain, focus, reward and motivate Atmus’ top leadership. The Compensation Committee benchmarks against a defined peer group and survey data generally referencing the market median, as well as the 25th and 75th percentiles, with discretion to set actual compensation based on experience and performance of the individual and size, scope and complexity of the role. Pay-for-Performance. Compensation is linked to performance and increasing shareholder value with a balance of risk and reward. Atmus believes the compensation of its leaders should be based on Atmus’ overall financial performance and satisfaction of strategic objectives and a significant portion of their pay should be incentive-based and therefore at risk. The pay mix also balances short and long-term results based on the decision-making horizon of the role. Alignment with Shareholder Interests. Equity-based compensation and a stock ownership requirement are a substantial part of the compensation program to link executive compensation with shareholder returns. Simple & Transparent. The Compensation Committee has designed its program to be transparent to investors and employees alike as well as simple and easy to understand and consistent year over year. These principles are substantially similar to the principles underlying Cummins’ executive compensation program that applied to the Atmus NEOs in 2022 and in 2023 prior to the IPO.

  17. Compensation Elements to Support Atmus’ Pay-for-Performance Philosophy

    | Compensation Element | Form of Payment | Performance Metrics | Rationale | | Base salary | Cash | Executive’s role and individual performance within the role | Market-based to attract and retain skilled executives. Designed to recognize scope of responsibility, individual performance and experience. | | Annual bonus | Cash | Earnings before interest, taxes, depreciation and amortization and certain adjustments (“Adjusted EBITDA”) | Considered to be a significant driver of the value of Atmus’ business and appropriately balancing growth and profitability. | | Long-term incentive compensation | Performance shares (“PSUs”) (70%) and Restricted share units (“RSUs”) (30%) | For PSUs, cumulative Adjusted EBITDA over a three-year period and three-year average return on invested capital (“ROIC”), each weighted at 50% | Adjusted EBITDA and ROIC provide an incentive to balance profitable growth and returns to shareholders. |

  18. Target Executive Compensation Aligned with the Market

    Target Executive Compensation Aligned with the Market The Compensation Committee reviews its executive compensation levels and programs on a regular basis. For pay levels, post-IPO, The Compensation Committee considered survey data for all NEOs and, in addition, peer group data for the CEO and CFO. Specific compensation levels were then determined in accordance with the individual’s performance, capabilities and experience in the role. For making 2023 post-IPO pay decisions, Atmus’ primary compensation benchmarking sources were manufacturing companies in the Aon Radford Global Compensation Survey and the Willis Towers Watson General Executive Compensation Survey. Atmus also considered data from a Custom Peer Group (described below) regarding pay levels and pay program design, dilution and performance. Atmus believes this approach provides an appropriate representation of the market, and using multiple sources dampens the impact of fluctuations in market data over time. The Compensation Committee reviewed and, for 2023 compensation decisions, adopted an Atmus peer group previously selected by the Cummins TMCC with assistance from its independent compensation consultant, Farient. The peer group was selected considering (i) companies that trade on the major U.S. stock exchanges and are primarily based in the U.S.; (ii) companies with an industrial machinery focus; (iii) companies with annual revenues of between $400 million and $4 billion; and (iv) companies with a similar customer type mix. Atmus’ compensation peer group for 2023 is comprised of the following companies:

  19. How Performance Measures and Goals Are Determined

    How Performance Measures and Goals Are Determined The Compensation Committee regularly reviews all elements of its executive compensation program and makes changes as it deems appropriate. Each review includes general comparisons against market data and analysis prepared by Farient, the Compensation Committee’s compensation consultant, including information on market practices in the following areas: (i) pay strategy and positioning; (ii) annual bonus plan design, including performance measures and goals and plan leverage; (iii) long-term incentive plan strategy and design, including the mix of elements, as well as performance measures and goals and plan leverage; (iv) stock ownership guidelines; (v) executive perquisites; and (vi) executive benefits and protection policies, including severance practices for officers, supplemental retirement plans, deferred compensation plans and change in control arrangements. The Compensation Committee establishes performance measures and goals each year for the annual and long-term incentive plans that are designed to help achieve its business objectives and motivate executives. The Compensation Committee has the discretion to adjust performance results that reflect significant transactions (such as acquisitions, divestitures or newly-formed joint ventures) or other unusual items (such as pension plan contributions above required levels, restructuring or significant tax legislation) if such events were not anticipated at the time performance targets were initially established. Atmus believes the compensation of its most senior executives should be based on Atmus’ overall financial performance and a significant portion of their pay should be incentive-based and therefore at risk. In 2023, performance-linked components (annual bonus and annual long-term incentive compensation) were 82% of the CEO’s target total direct compensation opportunity and 60% of the average target total direct compensation opportunity for other NEOs. These pay elements were allocated as shown below.

  20. Compensation Programs

    Compensation Programs Atmus’ executive compensation program for the NEOs for 2023, both before and after the IPO, was primarily comprised of salary, annual cash bonus and long-term equity awards including conversion of Cummins long-term incentives awards from 2021-23 and 2022-24 performance cycles.

  21. Annual Bonus

    Annual Bonus The 2023 annual bonus for Atmus executive officers was designed to link participants’ pay to its annual financial performance. The payout for each participant was calculated using the following formula: Annual bonus = annual base salary and other eligible compensation for calendar year X each target bonus percentage of salary X a corporate payout factor. Target awards as a percentage of salary were set such that performance at the target goal level would generate an annual bonus aligned with market data. In anticipation of the IPO, Atmus and the Cummins TMCC adopted an Atmus-exclusive performance metric and goal range for the 2023 annual bonus program for Atmus’ participants based on actual achievement against Atmus’ Adjusted EBITDA goal as Atmus’ sole performance measure. In connection with the IPO, and the transition of Atmus officers and employees to the Atmus annual incentive plan, the Compensation Committee approved target bonus opportunities for Atmus’ NEOs in their new roles at Atmus upon the completion of the IPO. The table below indicates Atmus’ NEOs’ target bonus as a percentage of salary for 2023 and following the completion of the IPO:

  22. Annual Bonus

    | | Target Bonus as % of Salary | | | Officer | 2023 Pre-IPO | 2023 Post-IPO | | Stephanie J. Disher | 60% | 100% | | Jack Kienzler | 30% | 60% | | Renee Swan | — | 50% | | Toni Y. Hickey | 30% | 50% | | Charles Masters | 30% | 50% |

  23. 2023 Annual Bonus Performance Measure

    2023 Annual Bonus Performance Measure The Atmus Adjusted EBITDA was the sole performance measure for the Atmus 2023 annual bonus plan because the Compensation Committee and Cummins TMCC believed that it is a significant driver of the value of Atmus’ business, appropriately balances growth and profitability, and is well-understood by plan participants.

  24. Adjusted EBITDA Performance Target For 2023

    Adjusted EBITDA Performance Target For 2023 Setting the target with the appropriate level of difficulty underscores the importance of achieving or exceeding Atmus’ annual operating plan (“AOP”) performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The Compensation Committee sought to set a challenging yet realistic goal, incorporating previous performance as well as the forecasted opportunities and economic conditions in the markets. The 2023 Adjusted EBITDA target was set with this philosophy in mind. The Compensation Committee set the Adjusted EBITDA target at $270 million, adjusted to exclude certain one- time expenditures. Adjusted EBITDA is defined as EBITDA after adding back certain one-time expenses, reflected in cost of sales and selling, general and administrative expenses, associated with becoming a standalone public company. The target Adjusted EBITDA target was established by the Compensation Committee after reviewing the AOP and considering input from Farient. As shown below, the possible payout factors for 2023 ranged from 10% for threshold performance (85% of the Adjusted EBITDA target) to a maximum of 200% for superior performance (115% of the Adjusted EBITDA target or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum.

  25. Adjusted EBITDA Performance Target For 2023

    | | Atmus Adjusted EBITDA Goal | Goal as % of Target | Payout as % of Target(1) | | Maximum | $310 million | ≥115% | 200% | | Target | $270 million | 100% | 100% | | Threshold | $230 million | 85% | 10% | | <Threshold | ≤$230 million | <85% | 0 |

  26. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  27. Long-Term Incentive Awards For 2023

    Long-Term Incentive Awards For 2023 Atmus’ regular long-term incentive compensation for 2023 following the IPO consisted of PSUs, making up 70% of the target value, and RSUs making up 30% of the target value. PSUs are earned based 50% on Atmus’ cumulative 3-year Adjusted EBITDA and 50% on Atmus’ 3-year average ROIC based on the period from 2023 – 2025. The number of PSUs earned at the threshold level of performance will be 10% of the target PSUs, and the PSUs earned at the maximum level of performance will be 200% of the target PSUs. The RSUs vest on March 1, 2026. The combination of these two long-term incentive vehicles supports Atmus’ pay-for-performance philosophy, provides appropriate incentives for participants to achieve financial targets, and provides strong linkage between the economic interests of participants, including Atmus’ NEOs, and shareholders. The table below illustrates the payout as a percentage of target for the PSUs.

  28. Long-Term Incentive Awards For 2023

    | | Payouts as% of Target(1) | | Maximum | 200% | | Target | 100% | | Threshold | 10% | | <Threshold | 0 |

  29. Long-Term Incentive Awards For 2023

    (1) Interpolated for performance between discrete points. The Compensation Committee generally expects to set the target long-term incentive values for officers on average in reference to the median of the market. Grant values are set using a market-based methodology which converts the targeted dollar value of the grants into a number of PSUs and RSUs. In addition to the regular long-term incentive compensation grants, following completion of the IPO, Atmus made one time “launch grants” in the form of RSUs to select Atmus leaders primarily at the director and above levels, including the NEOs. Consistent with Atmus’ compensation philosophy, the purpose of these grants was to reinforce an ownership stake and retain critical leadership in Atmus’ business. Launch grants vest in equal installments on the third and fourth anniversary of the IPO closing date. The target long-term incentive values for 2023 and launch grant values for Atmus’ NEOs were as follows:

  30. Long-Term Incentive Awards For 2023

    | | 2023 Target Long-Term Equity Incentive Value | Launch Grant Value | | Stephanie J. Disher | $2,800,000 | $3,000,000 | | Jack Kienzler | $680,000 | $600,000 | | Renee Swan | $350,000 | $300,000 | | Toni Y. Hickey | $350,000 | $300,000 | | Charles Masters | $350,000 | $300,000 |

  31. Long-Term Incentive Awards For 2023

    The number of PSUs and RSUs granted as 2023 regular long term equity incentive compensation grant and launch grants are set forth in the “Grants of Plan-Based Awards for 2023” and “Outstanding Equity Awards at 2023 Year-End” tables. Cummins Awards for the Performance Periods 2021 – 2023 and 2022 – 2024 As discussed above, Cummins’ long-term incentive compensation for the performance periods 2021 – 2023 and 2022 – 2024 consisted of 70% performance shares and 30% performance cash. Payouts were to be based on satisfaction of targets for ROIC, weighted at 80%, and cumulative EBITDA, weighted at 20%, in each case over a three-year period. In connection with Atmus’ IPO, Cummins’ TMCC froze the payout factors for Atmus’ participants under both the Cummins 2021 – 2023 and 2022 – 2024 long-term incentive compensation plan cycles based on Cummins’ actual achievement of its ROIC and EBITDA goals from the beginning of the respective plan cycle to the time of the completion of the IPO. The actual performance through the IPO resulted in payout factors of 150% of target for the 2021 – 2023 plan cycle and 130% of target for the 2022 – 2024 plan cycle. The Cummins TMCC also prorated the awards through the completion of the IPO. The prorated performance cash will be paid out at the normal time after the end of the original performance cycle. The prorated performance shares for the portion of the performance period prior to the completion of the IPO were converted to time-vesting RSUs relating to Atmus Common Stock that will vest at the completion of the original performance cycle. The remaining target value of the long-term incentives was converted into Atmus stub cycle plans, as described below. For the post-IPO stub period of the Cummins 2021 – 2023 and 2022 – 2024 long-term incentive compensation plan cycles, the Compensation Committee adopted two new long-term incentive stub cycles, running from the completion of the IPO to the end of 2023 and 2024, respectively, consisting of PSUs (70%) and RSUs (30%). The grant date target value of the awards for each of Atmus’ NEOs was approximately equal to the value of the remaining portion of their respective awards under Cummins’ plan cycles that were being replaced. The threshold, target and maximum number of shares subject to the PSUs, and the number of RSUs, granted to each of Atmus’ NEOs for the stub cycles, as well as the grant date fair values of the awards, are shown in the “Grants of Plan-Based Awards for 2023” table. The Compensation Committee approved cumulative Adjusted EBITDA as the performance measure to be used for the stub-cycle PSUs because the Compensation Committee believes cumulative Adjusted EBITDA to be a significant driver of value, appropriately balancing growth and profitability, and to be well-understood by those participating in Atmus’ long-term incentive plan. The Compensation Committee approved the following threshold, target and maximum performance levels and payouts associated with the cumulative Adjusted EBITDA measure for the 2021 – 2023 stub cycle period (July 1, 2023 – December 31, 2023):

  32. Long-Term Incentive Awards For 2023

    | | Adjusted EBITDA ($M) | Payout (% Target) | | Maximum | ≥152 | 200% | | Target | $132 | 100% | | Threshold | $112 | 10% | | <Threshold | <$112 | 0% |

  33. Long-Term Incentive Awards For 2023

    Atmus’ actual Adjusted EBITDA for 2023 for the applicable stub cycle period, and the corresponding payout percentage, were as follows. For a reconciliation of non-GAAP performance measures to the most directly comparable financial measures calculated in accordance with U.S. GAAP, see Appendix A.

  34. Long-Term Incentive Awards For 2023

    | | Adjusted EBITDA ($M) | Payout (% Target) | | Actual | $145 | 160% |

  35. Long-Term Incentive Awards For 2023

    The number of shares earned under the PSUs for the 2021 – 2023 stub cycle by each of Atmus’ NEOs as a result of the performance described above is shown in the “Options Exercised and Stock Vested in 2023” table. Payout of the PSUs for the 2022 – 2024 stub cycle is based 100% on Atmus’ Adjusted EBITDA for the stub cycle period (July 1, 2023 – December 31, 2024) on the same possible payout factors. The RSUs will vest in the March following the end of the stub cycle to which they relate.

  36. Benefits

    Benefits During 2023, Atmus’ NEOs participated in a full range of health, welfare and retirement benefits under Cummins’ benefit plans and were covered by the same plans as other exempt employees. Cummins targeted its total benefit package to be at the median of the market. In addition to these benefits, Cummins’ U.S. officers including Atmus’ CEO (until the separation), participate in a supplemental life insurance and deferred income program that is designed to attract and retain key leadership talent in senior positions. This program provides additional life insurance equal to three times salary while the officer is an active employee, and supplemental retirement payments, which are offset by and coordinated with payments from Cummins’ regular retirement plans. The supplemental retirement provision “tops up” the pension available from Cummins’ regular pension plans to provide a total benefit based on a percentage of the officer’s highest average consecutive 60-month salary and annual bonus received during the last 10 years of employment. The total replacement formula is 2% for each of the first 20 years and 1% for each of the next 10 years, with a maximum 50% total benefit for most participants. Atmus’ CEO participated in the Cummins supplemental retirement plan during 2023. Atmus did not maintain a supplemental retirement plan in 2023. Effective as of August 1, 2023, Atmus launched a deferred compensation plan which provides a select group of management or highly compensated employees, including the NEOs, an opportunity to defer compensation to a later date through an unfunded plan. Participants may defer up to 85% of each separate element of cash compensation consisting of salary, annual bonus or long-term incentive compensation payable in cash. Atmus’ deferred compensation plan also provides for a matching credit that will true up any participants whose matching contributions under a tax-qualified 401(k) plan were limited by certain dollar limits applicable to tax-qualified retirement plans. A majority of Atmus’ employees, including the NEOs, were eligible to participate in Cummins’ employee stock purchase plan during 2023. Under the employee stock purchase plan, each eligible employee may authorize the withholding of 1-15% of base pay each pay period to be used to purchase shares of Cummins Common Stock for the employee’s account on the open market. Cummins makes a matching contribution in an amount sufficient to give employees a 15% discount (increased to 25% as of August 2023) on the purchase price of these shares. None of Atmus’ NEOs participated in the employee stock purchase plan in 2023. Atmus employees, including the NEOs, transitioned to Atmus sponsored health and welfare benefit plans as of January 1, 2024 and are expected to transition to Atmus sponsored retirement plans upon full separation from Cummins in 2024.

  37. Role and Independence of Compensation Consultant

    Role and Independence of Compensation Consultant In November of 2022, the Compensation Committee engaged Farient as its independent compensation consultant.Farient also advises the Compensation Committee on non-employee director compensation. Other than the services provided to the Compensation Committee, Farient does not provide any other services to Atmus. The Compensation Committee oversees the work of the consultant and has final authority to hire or terminate any consultant. The Compensation Committee maintains a formal process to ensure the independence of any executive compensation advisor engaged by the Compensation Committee, including consideration of all factors relevant to the advisor’s independence from management, including those factors specified by the NYSE listing rules. The Compensation Committee assessed the independence of Farient in light of those factors and concluded that Farient is an independent compensation advisor. The Cummins TMCC engaged Farient to advise on Atmus’ compensation programs prior to the Atmus IPO. The Cummins TMCC has also engaged Farient to advise on Cummins’ compensation programs. The roles of Farient and Cummins’ management in connection with the executive compensation process are similar to Atmus’ approach. Cummins TMCC has assessed the independence of Farient and concluded that the work Farient was doing for Atmus or Cummins, as applicable, did not create a conflict of interest.

  38. Annual Compensation Risk Assessment

    | PAY MIX | PERFORMANCE-BASED MEASUREMENTS | TIME HORIZON | | The three primary elements of Atmus’ executive compensation program are base salary, annual bonus, and long-term incentive compensation. Atmus references the median of the market for its total compensation package. This approach mitigates the need for executives to take significant risks to earn average competitive compensation and also ensures that the interests of Atmus’ executives are closely aligned with those of its shareholders. | The performance goals (Adjusted EBITDA and/or ROIC) set forth in Atmus’ annual bonus and long-term incentive plans are based upon budgeted levels that are reviewed and approved by the Compensation Committee. Atmus believes these goals are challenging yet attainable at their targeted levels without the need to take inappropriate risks, take actions that would violate Atmus’ code of conduct, or make material changes to its long-term business strategy or operations. Payouts under both incentive plans are capped at 200% of target to make it less likely that executives would pursue outsized short-term achievements at the expense of the long term. | Atmus’ long-term incentive plan awards are based on a three-year performance period, which encourages its employees to focus on the sustained growth of Atmus rather than seeking potentially unsustainable short-term gains. | | CLAWBACK POLICY | OTHER RISK MITIGATORS | EXCLUSION OF UNUSUAL ITEMS | | Consistent with SEC and NYSE requirements, Atmus has implemented a policy that executive officers are subject to recoupment of incentive-based compensation in the event of a qualifying accounting restatement in accordance with Atmus’ recoupment policy, as described below. | Atmus will pay incentive compensation only after its audited financial results are complete and the Compensation Committee has confirmed Atmus’ performance results and the associated incentive awards. Additionally, Atmus has stock ownership requirements for all officers that ensure the interests of its leaders and shareholders are aligned. Atmus also prohibits officers from engaging in forms of hedging or monetization transactions involving the establishment of a short position in its securities and from entering into any arrangement that, directly or indirectly, involves the use of its securities as collateral for a loan. | In measuring financial performance under Atmus’ annual short- and long-term incentive plans, the Compensation Committee has discretion to adjust performance results that reflect significant transactions or other unusual items if such events were not anticipated at the time performance targets were initially established. Atmus believes allowing these exclusions ensures its executives will focus on the merits of proposed transactions for Atmus rather than the effect a proposed action may have on incentive compensation. |

  39. Post-Employment Compensation (other than in connection with a change in control)

    Post-Employment Compensation (other than in connection with a change in control) The Compensation Committee adopted a severance policy that was implemented following the completion of the IPO. This policy is designed to be consistent with prevailing market practice and good governance guidelines. The policy covers Atmus’ leadership officers, including the NEOs, and provides for the following benefits upon termination of employment without “cause.”

  40. Post-Employment Compensation (other than in connection with a change in control)

    | For Atmus’ Chief Executive Officer | For Other Leadership Officers, including NEOs other than the CEO | | •Severance equal to two years’ salary, paid monthly over two years, plus a pro-rated annual bonus for the year in which termination occurs, calculated at the actual payout factor and paid at the normal time •Health insurance, outplacement service and financial counseling benefits paid during the continuation severance period | •Severance equal to one year’s salary, paid monthly over one year, plus a pro-rated actual bonus for the year in which termination occurs, calculated at the actual payout factor and paid at the normal time •Health insurance, outplacement service and financial counseling benefits paid during the continuation severance period |

  41. Post-Employment Compensation (other than in connection with a change in control)

    Unvested equity awards are treated in accordance with the governing plan documents and grant agreements. Under the current agreements, unvested equity awards are forfeited in the event of termination without “cause.”

  42. Post-Employment Compensation (in connection with a change in control)

    Post-Employment Compensation (in connection with a change in control) The Compensation Committee adopted a change in control severance policy for periods following the IPO. This policy is designed to be consistent with prevailing market practice and good governance guidelines. Atmus’ change in control policy covers Atmus’ leadership officers, including the NEOs, and provides for the following benefits upon termination of employment without “cause” or for “good reason” within the 60 days preceding, or the two years following, a change in control.

  43. Post-Employment Compensation (in connection with a change in control)

    | For Atmus’ Chief Executive Officer | For Atmus' NEOs Other Than Its CEO | | •Severance equal to three times the sum of annual salary plus the annual target bonus •Health insurance, outplacement service and financial counseling benefits | •Severance equal to two times the sum of annual salary plus the annual target bonus •Health insurance, outplacement service and financial counseling benefits |

  44. Post-Employment Compensation (in connection with a change in control)

    Unvested equity and performance cash awards are treated in accordance with the governing plan documents and grant agreements. Under the Atmus 2022 Omnibus Incentive Plan (the “Atmus Omnibus Plan”), if the awards would not remain in effect following the change in control, then all unvested awards would become vested (at the target level of achievement, for performance awards) at the time of the change in control. If the awards do continue in effect after the change in control, then the awards would vest in full (at the target level of achievement, for performance awards) if the award holder is terminated without “cause” or for “good reason” within the two years following the change in control. Atmus does not provide tax gross-ups for excise taxes imposed because of the “golden parachute” excise tax provisions of Code Sections 280G and 4999. Atmus instead provides that, if excise taxes are imposed because of the golden parachute excise tax provisions of Code Sections 280G and 4999, Atmus’ change in control compensation will either be cut back to below the level that would trigger the imposition of the excise taxes, or paid in full and be subject to the excise taxes, whichever results in the better after-tax outcome to the affected person.

  45. 2023 Summary Compensation Table

    2023 Summary Compensation Table The Summary Compensation Table and notes show all compensation paid to or earned by Atmus’ NEOs for 2023, generally under Atmus’ compensation programs and plans following the IPO as discussed above, and for 2023 prior to the IPO and for 2022 generally under Cummins’ compensation programs and plans.

  46. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Bonus (1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Stephanie J. Disher Chief Executive Officer | 2023 | $684,201 | $— | $6,542,409 | | $1,182,371 | $325,586 | $48,933 | $8,783,500 | | | 2022 | $392,045 | $— | $195,012 | — | $189,894 | $— | $129,942 | $906,893 | | Jack Kienzler Chief Financial Officer | 2023 | $408,563 | $64,688 | $1,419,425 | | $435,617 | $47,899 | $70,581 | $2,446,773 | | | 2022 | $272,541 | $63,750 | $27,260 | — | $86,039 | $— | $33,077 | $482,667 | | Renee Swan Chief People Officer(7) | 2023 | $153,030 | $122,640 | $1,335,801 | | $137,727 | $— | $7,868 | $1,757,066 | | Toni Y. Hickey Chief Legal Officer and Corporate Secretary | 2023 | $386,204 | $25,796 | $767,246 | | $334,142 | $53,611 | $63,733 | $1,630,732 | | | 2022 | $332,031 | $50,610 | $27,260 | — | $93,104 | $— | $30,680 | $533,685 | | Charles Masters Vice President, Engine Products | 2023 | $380,121 | $30,877 | $805,835 | | $341,050 | $56,739 | $18,297 | $1,632,919 | | | 2022 | $311,098 | $30,350 | $39,981 | — | $96,904 | $— | $11,885 | $490,218 |

  47. 2023 Summary Compensation Table

    (1)Jack Kienzler, Toni Y. Hickey and Charles Masters received supplemental payments from August 1, 2022 through the IPO, representing a portion of the difference between their salaries as in effect as of August 1, 2022, and later after receiving divisional salary increases as in effect as of April 1, 2023, and their anticipated higher salaries in connection with the IPO. The payments were made to recognize the executives’ enhanced scope of responsibilities and contributions. The supplemental payments made through December 31, 2022 are included as eligible earnings for computing the 2022 annual bonuses paid in March 2023. The supplemental payments made from January 1, 2023 through the IPO are included as eligible earnings for computing the 2023 annual bonuses to be paid in 2024. The supplemental payments made in 2023 are included in the bonus column for 2023. In 2022, Toni Y. Hickey also received a one- time bonus of $25,000 in recognition of her leadership in Cummins diversity initiatives. Renee Swan received a one-time sign-on bonus of $122,640, payable in February 2024, for the target value of her prorated annual incentive plan from her previous employer that she forfeited upon resignation. (2)The Stock Awards column represents the grant date fair value on the grant date, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, which Atmus refers to as ASC Topic 718, for RSUs and PSUs, as applicable, which in 2023 were made pursuant to the Atmus Omnibus Plan. For 2023, stock awards reflect RSUs and PSUs for the regular 2023 LTIP cycle, launch grants and previously awarded equity grants that were converted in 2023. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the PSUs is based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718. PSUs that are part of a regular LTIP cycle are earned based on financial performance over a three-year period, and the shares earned are not restricted after the performance period. The maximum values of the PSUs granted in 2023 at the grant date assuming the highest level of performance conditions are attained are as follows: Stephanie J. Disher — $4,220,825; Jack Kienzler — $1,025,067; Renee Swan — $484,830; Toni Y. Hickey — $527,620; Charles Masters — $527,620. The value shown for 2022 relates entirely to PSUs under Cummins’ Omnibus Plan which are earned based on Cummins’ financial performance over a three-year period and the shares are not restricted after the performance period. The RSUs and PSUs granted in 2023 as part of the regular 2023 annual long-term incentive program vest on March 1, 2026. The RSUs granted in 2023 as launch grants will vest in equal installments on the third and fourth anniversaries of the IPO. The RSUs granted in 2023 that resulted from the conversion of Cummins performance shares will vest on the regular payment dates after the end of the applicable performance period, and the RSUs granted in 2023 as part of stub cycle awards vest in March following the end of the stub cycle to which they relate. The separate grant date fair value of each of the respective PSU and RSU grants is shown in the “Grants of Plan-Based Awards for 2023” table below. A breakdown of the grant date fair value of equity awards made in 2023 by type of award is summarized below.

  48. 2023 Summary Compensation Table

    | Name of Office | 2023 Annual LTI | 2023 Launch Grant | Converted Award (2021 - 23 Stub Cycle) | Converted Award (2022 - 24 Stub Cycle) | Off-Cycle Sign-on Equity | Total | | Stephanie J. Disher | $3,014,878 | $2,968,465 | $243,730 | $315,337 | $— | $6,542,410 | | Jack Kienzler | $732,184 | $593,702 | $49,298 | $44,241 | $— | $1,419,425 | | Renee Swan | $346,320 | $296,839 | $— | $— | $692,641 | $1,335,800 | | Toni Y. Hickey | $376,868 | $296,839 | $49,298 | $44,241 | $— | $767,246 | | Charles Masters | $376,868 | $296,839 | $67,898 | $64,229 | $— | $805,834 |

  49. 2023 Summary Compensation Table

    (3)As described above under the heading “Long-Term Incentive Compensation,” options are not part of Cummins’ or Atmus long-term incentive compensation programs and accordingly no stock option awards were granted to Atmus’ NEOs in 2022 or 2023. (4)Atmus’ annual bonuses are performance based, not discretionary, and are therefore included as Non- Equity Incentive Plan Compensation. The amounts shown in this column for 2023 consist of (i) payments that will be made in 2024 under Atmus’ Annual Bonus Plan for 2023 performance and (ii) payments for the performance cash component of Cummins’ long term incentive compensation program that will be made in 2024 based on Cummins’ 2021 – 2023 performance through the IPO date. The payments for each Named Executive Officer from these sources are:

  50. 2023 Summary Compensation Table

    | Name of Officer | Annual Bonus Plan | Performance Cash | Total | | Stephanie J. Disher | $1,092,062 | $90,309 | $1,182,371 | | Jack Kienzler | $417,555 | $18,062 | $435,617 | | Renee Swan | $137,727 | — | $137,727 | | Toni Y. Hickey | $316,080 | $18,062 | $334,142 | | Charles Masters | $315,764 | $25,286 | $341,050 |

  51. 2023 Summary Compensation Table

    (5)The 2023 aggregate changes in the actuarial present value of each NEO’s benefit under Cummins’ pension plans and the above market earnings on non-qualified deferred compensation are as follows:

  52. 2023 Summary Compensation Table

    | | Stephanie J. Disher | Jack Kienzler | Renee Swan | Toni Y. Hickey | Charles Masters | | Cummin Pension Plan A (Qualified) | $14,365 | $30,565 | $— | $35,584 | $44,525 | | Cummins Excess Benefit Plan (Non-qualified) | $21,002 | $17,334 | $— | $18,027 | $12,214 | | Supplemental Life Insurance and Deferred Income Program (Non-qualified) | $290,219 | $— | $— | $— | $— | | Sub-total | $325,586 | $47,899 | $— | $53,611 | $56,739 | | Above-market earnings on non-qualified deferred compensation | $— | $— | $— | $— | $— | | TOTAL | $325,586 | $47,899 | $— | $53,611 | $56,739 |

  53. 2023 Summary Compensation Table

    The amounts shown in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column and in the table immediately above reflect Atmus’ NEOs’ years of credited service under Cummins’ pension plans. The present value of the benefits depends in part on the interest rate used to discount the future benefits under the pension plan to their present value. “Above market” is defined as the amount of earnings that exceeded 120% of the applicable federal long-term rate. (6)The amounts in this column represent the cost of all other compensation provided to the NEOs as set forth in the following tables:

  54. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023

  55. Grants of Plan-Based Awards for 2023

    | | | | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | Stock Awards Number of Shares or | Awards: Number of Securities Underlying | Exercise or Base Price of Options | Grant Date Fair Value of Stock and Option | | Name | | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards (#) | Awards ($)(1) | | Stephanie J. Disher | Atmus AIP(1) | — | | 60,670 | 606,701 | 1,213,403 | | | | | | | | | | Atmus Performance Cash Award(2) | 6/16/23 | | N/A | 90,308 | N/A | | | | | | | | | | Atmus Performance Cash Award(3) | 6/16/23 | | N/A | 64,015 | N/A | | | | | | | | | | Atmus PSUs(4) | 6/16/23 | | | | | 158 | 1,581 | 3,162 | | | | $31,351 | | | Atmus PSUs(5) | 6/16/23 | | | | | 579 | 5,791 | 11,582 | | | | $114,836 | | | Atmus PSUs(6) | 6/30/23 | | | | | 9,401 | 94,005 | 188,010 | | | | $2,110,412 | | | Atmus RSU(7) | 6/16/23 | | | | | | | | 20,821 | | | $412,880 | | | Atmus RSU(8) | 6/30/23 | | | | | | | | 40,288 | | | $904,466 | | | Atmus RSU(9) | 8/14/23 | | | | | | | | 126,103 | | | $2,968,465 | | Jack Kienzler | Atmus AIP(1) | — | | 23,198 | 231,975 | 463,950 | | | | | | | | | | Atmus Performance Cash Award(2) | 6/16/23 | | N/A | 18,062 | N/A | | | | | | | | | | Atmus Performance Cash Award(3) | 6/16/23 | | N/A | 9,145 | N/A | | | | | | | | | | Atmus PSUs(4) | 6/16/23 | | | | | 32 | 320 | 640 | | | | $6,346 | | | Atmus PSUs(5) | 6/16/23 | | | | | 81 | 808 | 1,616 | | | | $16,023 | | | Atmus PSUs(6) | 6/30/23 | | | | | 2,283 | 22,830 | 45,660 | | | | $512,534 | | | Atmus RSU(7) | 6/16/23 | | | | | | | | 3,589 | | | $71,170 | | | Atmus RSU(8) | 6/30/23 | | | | | | | | 9,784 | | | $219,651 | | | Atmus RSU(9) | 8/14/23 | | | | | | | | 25,221 | | | $593,702 | | Renee Swan | Atmus AIP(1) | — | | 7,652 | 76,515 | 153,030 | | | | | | | | | | Atmus PSUs(6) | 8/14/23 | | | | | 1,030 | 10,298 | 20,596 | | | | $242,415 | | | Atmus RSU(8) | 8/14/23 | | | | | | | | 4,414 | | | $103,906 | | | Atmus RSU(9) | 8/14/23 | | | | | | | | 12,610 | | | $296,839 | | | Atmus RSU(10) | 8/14/23 | | | | | | | | 29,424 | | | $692,641 | | Toni Y. Hickey | Atmus AIP(1) | — | | 17,560 | 175,600 | 351,200 | | | | | | | | | | Atmus Performance Cash Award(2) | 6/16/23 | | N/A | 18,062 | N/A | | | | | | | | | | Atmus Performance Cash Award(3) | 6/16/23 | | N/A | 9,145 | N/A | | | | | | | | | | Atmus PSUs(4) | 6/16/23 | | | | | 32 | 320 | 640 | | | | $6,346 | | | Atmus PSUs(5) | 6/16/23 | | | | | 81 | 808 | 1,616 | | | | $16,023 | | | Atmus PSUs(6) | 6/30/23 | | | | | 1,175 | 11,751 | 23,502 | | | | $263,810 | | | Atmus RSU(7) | 6/16/23 | | | | | | | | 3,589 | | | $71,170 | | | Atmus RSU(8) | 6/30/23 | | | | | | | | 5,036 | | | $113,058 | | | Atmus RSU(9) | 8/14/23 | | | | | | | | 12,610 | | | $296,839 | | Charles Masters | Atmus AIP(1) | — | | 17,542 | 175,424 | 350,849 | | | | | | | | | | Atmus Performance Cash Award(2) | 6/16/23 | | N/A | 25,286 | N/A | | | | | | | | | | Atmus Performance Cash Award(3) | 6/16/23 | | | 12,803 | | | | | | | | | | | Atmus PSUs(4) | 6/16/23 | | | | | 44 | 440 | 880 | | | | $8,725 | | | Atmus PSUs(5) | 6/16/23 | | | | | 119 | 1,185 | 2,370 | | | | $23,499 | | | Atmus PSUs(6) | 6/30/23 | | | | | 1,175 | 11,751 | 23,502 | | | | $263,810 | | | Atmus RSU(7) | 6/16/23 | | | | | | | | 5,038 | | | $99,904 | | | Atmus RSU(8) | 6/30/23 | | | | | | | | 5,036 | | | $113,058 | | | Atmus RSU(9) | 8/14/23 | | | | | | | | 12,610 | | | $296,839 |

  56. Grants of Plan-Based Awards for 2023

    (1)NEOs participate in Atmus’ annual bonus plan, as described in the Compensation Discussion and Analysis. The payout is calculated based on a formula approved by the Compensation Committee annually. Each participant is assigned a target award as a percent of salary. For purposes of this plan, Atmus’ performance is measured by adjusted EBITDA as defined by the annual bonus plan. The annual bonus is calculated as follows: (annual bonus) equals (annual base salary and other eligible compensation paid for calendar year) times (target bonus percentage assigned to each NEO) times (payout factor). The payout factor could range from zero to 2.0, in increments of 0.1. (2)Cash performance award representing cash payout pursuant to the Cummins’ 2021 – 2023 long-term incentive compensation plan cycle based on Cummins’ actual achievement of its ROIC and EBITDA goals from the beginning of the plan cycle to the completion of the IPO. Atmus will pay out the pro-rated performance cash after the end of the original performance cycle. (3)Cash performance award representing cash payout pursuant to the Cummins’ 2022 – 2024 long-term incentive compensation plan cycle based on Cummins’ actual achievement of its ROIC and EBITDA goals from the beginning of the plan cycle to the completion of the IPO. Atmus will pay out the pro-rated performance cash after the end of the original performance cycle. (4)Atmus granted PSUs for the post-IPO stub period for the Cummins’ 2021 – 2023 long-term incentive compensation plan cycle. The number of PSUs earned for the 2021 – 2023 stub cycle was based 100% on Atmus’ Adjusted EBITDA for the stub cycle period. (5)Atmus granted PSUs for the post-IPO stub period for the Cummins’ 2022 – 2024 long-term incentive compensation plan cycle. The number of PSUs earned for the 2022 – 2024 stub cycle will be based 100% on Atmus’ Adjusted EBITDA for the stub cycle period. (6)Atmus granted PSUs for the 2023 – 2025 performance period. The number of PSUs earned for the 2023 – 2025 performance cycle will be based 50% on Atmus’ 3-year cumulative Adjusted EBITDA and 50% on Atmus’ 3-year average ROIC. (7)Atmus granted RSUs under the Atmus Omnibus Plan relating to Atmus Common Stock, representing a portion of the remaining value of the Cummins long-term incentives for the 2021-23 and 2022-24 performance cycles held by the NEO under the Cummins 2012 Omnibus Incentive Plan (the “Cummins Omnibus Plan”) at the time of Atmus’ IPO. The RSUs will vest on the same schedule as the Cummins long-term incentive awards to which they relate. (8)Atmus granted RSUs under the Atmus Omnibus Plan as part of Atmus’ 2023 annual long-term incentive compensation program. Each RSU that vests will be settled with one share of Atmus Common Stock following the vesting date of March 1, 2026. (9)Atmus made launch grants of RSUs in connection with its IPO under the Atmus Omnibus Plan that vest in equal installments on the third and fourth anniversaries of the IPO. Each RSU that vests will be settled with one share of Atmus Common Stock. (10)Atmus granted RSUs on August 14, 2023 under the Atmus Omnibus Plan as an off-cycle grant as part of employment offer to make up for forfeited equity from resignation from the prior employer. The award vests in three equal installments on the first, second and third anniversary of date of grant. Each RSU that vests will be settled with one share of Atmus Common Stock.

  57. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The Atmus closing stock price of $23.49 and the Cummins closing stock price of $239.57 on December 29, 2023 were used to calculate the values in the table below.

  58. Outstanding Equity Awards at 2023 Year-End

    | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Name | Nature of Award | Exercisable | Unexercisable | | | | | | | | Stephanie J. Disher | Cummins Option Award | 750(1) | | $142.12 | 5/26/2028 | | | | | | | Cummins Option Award | 860(2) | | $163.43 | 5/26/2028 | | | | | | | Cummins Option Award | 610(3) | | $160.10 | 4/3/2028 | | | | | | | Atmus RSU Award | | | | | 20,281(4) | $489,085 | | | | | Atmus RSU Award | | | | | 40,228(5) | $946,365 | | | | | Atmus RSU Award | | | | | 126,103(6) | $2,962,159 | | | | | Atmus PSU Award | | | | | | | 1,581(7) | $37,138 | | | Atmus PSU Award | | | | | | | 5,791(8) | $136,031 | | | Atmus PSU Award | | | | | | | 94,005(9) | $2,208,177 | | Jack Kienzler | Cummins Option Award | 530(1) | | $142.12 | 5/26/2028 | | | | | | | Cummins RSU Award | | | | | 17(10) | $4,073 | | | | | Atmus RSU Award | | | | | 3,589(4) | $84,306 | | | | | Atmus RSU Award | | | | | 9,784(5) | $229,826 | | | | | Atmus RSU Award | | | | | 25,221(6) | $592,441 | | | | | Atmus PSU Award | | | | | | | 320(7) | $7,517 | | | Atmus PSU Award | | | | | | | 808(8) | $18,980 | | Renee Swan | Atmus PSU Award | | | | | | | 22,830(9) | $536,277 | | | Atmus RSU Award | | | | | 4,414(5) | $103,685 | | | | | Atmus RSU Award | | | | | 12,610(6) | $296,209 | | | | | Atmus RSU Award | | | | | 29,424(11) | $691,170 | | | | | Atmus PSU Award | | | | | | | 10,298(9) | $241,900 | | Toni Y. Hickey | Cummins Option Award | 530(1) | | $142.12 | 5/26/2028 | | | | | | | Cummins RSU Award | | | | | 17(10) | $4,073 | | | | | Atmus RSU Award | | | | | 3,589(4) | $84,306 | | | | | Atmus RSU Award | | | | | 5,036(5) | $118,296 | | | | | Atmus RSU Award | | | | | 12,610(6) | $296,209 | | | | | Atmus PSU Award | | | | | | | 320(7) | $7,517 | | | Atmus PSU Award | | | | | | | 808(8) | $18,980 | | | Atmus PSU Award | | | | | | | 11,751(9) | $276,031 | | | Atmus PSU Award | | | | | | | | | | Charles Masters | Cummins Option Award | 750(1) | | $142.12 | 5/26/2028 | | | | | | | Cummins Option Award | 860(2) | | $163.43 | 5/26/2028 | | | | | | | Cummins Option Award | 610(3) | | $160.10 | 4/3/2028 | | | | | | | Cummins Option Award | 815(12) | | $149.72 | 4/3/2027 | | | | | | | Cummins Option Award | 1,550(13) | | $109.09 | 4/4/2026 | | | | | | | Cummins Option Award | 720(14) | | $136.82 | 4/2/2025 | | | | | | | Cummins Option Award | 100(16) | | $134.96 | 2/10/2025 | | | | | | | Cummins Option Award | 350(17) | | $149.34 | 4/2/2024 | | | | | | | Cummins RSU Award | | | | | 17(10) | $4,073 | | | | | Atmus RSU Award | | | | | 5,038(4) | $118,343 | | | | | Atmus RSU Award | | | | | 5,036(5) | $118,296 | | | | | Atmus RSU Award | | | | | 12,610(6) | $296,209 | | | | | Atmus PSU Award | | | | | | | 440(7) | $10,336 | | | Atmus PSU Award | | | | | | | 1,185(8) | $27,836 | | | Atmus PSU Award | | | | | | | 11,751(9) | $276,031 |

  59. Outstanding Equity Awards at 2023 Year-End

    (1)These stock options were granted on April 6, 2020 and vested and became exercisable with respect to all of the underlying shares of Cummins Common Stock on the third anniversary of the grant date, or upon the recipient’s earlier retirement, death, or disability, so long as the recipient is continuously employed by Atmus or a subsidiary until such a date or event. (2)These stock options were granted on April 4, 2019 and vested and became exercisable with respect to all of the underlying shares of Cummins Common Stock on the third anniversary of the grant date, or upon the recipient’s earlier retirement, death, or disability, so long as the recipient is continuously employed by Atmus or a subsidiary until such a date or event. (3)These stock options were granted on April 3, 2018 and vested and became exercisable with respect to all of the underlying shares of Cummins Common Stock on the third anniversary of the grant date. (4)These RSUs were granted on June 16, 2023 under the Atmus Omnibus Plan relating to Atmus Common Stock, representing a portion of the remaining value of the Cummins long-term incentives for the 2021 – 23 and 2022 – 24 performance cycles held by the NEO under the Cummins Omnibus Plan at the time of the IPO. The RSUs will vest on the same schedule as the Cummins long-term incentive awards to which they relate. (5)These RSUs were granted on June 30, 2023 (except for Renee Swan, whose RSUs were granted on her hire date of August 14, 2023) under the Atmus Omnibus Plan as part of Atmus’ 2023 annual long-term incentive compensation program and vest on March 15, 2026. Each RSU that vests will be settled with one share of Atmus Common Stock. (6)These RSUs were granted on August 14, 2023 under the Atmus Omnibus Plan as off-cycle grants and vest in two equal installments on May 30, 2026 and May 30, 2027. Each RSU that vests will be settled with one share of Atmus Common Stock. (7)These PSUs were granted on June 16, 2023 for the 2021 – 2023 stub cycle period representing the remaining value of performance awards granted under the Cummins Omnibus Plan for the performance period 2021 – 2023. The number of PSUs is represented at target. The PSUs earned will be settled in shares in March 2024. (8)These PSUs were granted on June 16, 2023 for the 2022 – 2024 stub cycle period representing the remaining value of performance awards granted under the Cummins Omnibus Plan for the performance period 2022 – 2024. The number of PSUs is represented at target. The PSUs earned will be settled in shares in March 2025. (9)These PSUs were granted on June 30, 2023 (except for Renee Swan, whose PSUs were granted on her hire date of August 14, 2023) for the 2023 – 2025 performance period. The number of PSUs is represented at target. The performance shares will be awarded in March 2026. (10)These RSUs were granted on October 3, 2022 as part of a Cummins broad-based retention grant for employees in select job grades (excluding Cummins officers) and will ratably vest on the first, second, and third anniversary of grant. Any unvested units as of the time of the split-off will convert into Atmus and RSUs and vest on the original schedule. (11)These RSUs were granted on August 14, 2023 under the Atmus Omnibus Plan as an off cycle grant as part of employment offer to make up for forfeited equity from resignation from the prior employer and vest in three equal installments on the first, second and third anniversary of date of grant. Each RSU that vests will be settled with one share of Atmus Common Stock. (12)These stock options were granted on April 3, 2017 and vested and became exercisable with respect to all of the underlying shares of Cummins Common Stock on the third anniversary of the grant date. (13)These stock options were granted on April 4, 2016 and vested and became exercisable with respect to all of the underlying shares of Cummins Common Stock on the third anniversary of the grant date. (14)These stock options were granted on April 2, 2015 and vested and became exercisable with respect to all of the underlying shares of Cummins Common Stock on the third anniversary of the grant date. (15)These stock options were granted on February 10, 2014 and were fully vested upon grant. (16)These stock options were granted on April 2, 2014 and vested and became exercisable with respect to all of the underlying shares of Cummins Common Stock on the third anniversary of the grant date.

  60. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023

  61. Option Exercises and Stock Vested During 2023

    | Name | Number of Shares Aquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Stephanie J. Disher | — | — | 144(3) | 35,886(4) | | Jack Kienzler | — | — | 99(3) | 24,672(4) | | | | | 8(5) | 1,791(6) | | Renee Swan | — | — | — | — | | Toni Y. Hickey | — | — | 99(3) | 24,672(4) | | | | | 8(5) | 1,791(6) | | Charles Masters | — | — | 144(3) | 35,886(4) | | | | | 8(5) | 1,791(6) |

  62. Option Exercises and Stock Vested During 2023

    (1)Represents the gross number of shares acquired upon exercise of vested Cummins options without taking into account any shares that may be withheld to cover option exercise price or applicable tax obligations. (2)Represents the value of exercised Cummins options calculated by multiplying (i) the number of shares of Cummins Common Stock to which the exercise of the option related, by (ii) the difference between the per share unadjusted closing price of Cummins Common Stock on the NYSE on the date of exercise and the exercise price of the options. (3)Target awards of Cummins performance shares were granted in April 2020 to be earned in a multiple ranging from zero to two times the target award, based on Cummins’ performance during 2020 – 2022. These performance shares were earned and became vested on March 1, 2023. The number of shares disclosed represents the gross number of shares acquired upon vesting without taking into account any shares that may be withheld to cover applicable tax obligations. (4)The value realized on vesting for the Cummins performance shares was calculated using the unadjusted closing price of Cummins Common Stock on March 1, 2023 ($249.21). (5)Represents the gross number of Cummins shares acquired upon partial vesting of Cummins RSUs granted on October 3, 2022 without taking into account any shares that may be withheld to cover applicable tax obligations. (6)The value realized on vesting for the Cummins restricted share units was calculated using the unadjusted closing price of Cummins Common Stock on October 3, 2023 ($223.90).

  63. Pension Benefits for 2023

    Pension Benefits for 2023

  64. Pension Benefits for 2023

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Stephanie J. Disher | Cummins Pension Plan (Qualified) | 10 | $32,481 | $— | | | Excess Benefit Retirement Plan (Non-qualified) | 10 | $38,213 | $— | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 10 | $646,302 | $— | | Jack Kienzler | Cummins Pension Plan (Qualified) | 10 | $107,396 | $— | | | Excess Benefit Retirement Plan (Non-qualified) | 10 | $18,952 | $— | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 10 | $— | $— | | Renee Swan | Cummins Pension Plan (Qualified) | 0 | $— | $— | | | Excess Benefit Retirement Plan (Non-qualified) | 0 | $— | $— | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 0 | $— | $— | | Toni Y. Hickey | Cummins Pension Plan (Qualified) | 11 | $179,047 | $— | | | Excess Benefit Retirement Plan (Non-qualified) | 11 | $63,472 | $— | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 11 | $— | $— | | Charles Masters | Cummins Pension Plan (Qualified) | 20 | $280,479 | $— | | | Excess Benefit Retirement Plan (Non-qualified) | 20 | $25,671 | $— | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 20 | $— | $— |

  65. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation None of Atmus’ NEOs have participated in any non-qualified deferred compensation plans prior to December 31, 2023.

  66. Potential Payments Upon Termination or Change of Control as of 2023 Year-End

    Potential Payments Upon Termination or Change of Control as of 2023 Year-End The following section provides information relating to payments and other benefits to which Atmus’ NEOs may become entitled upon a qualifying termination of employment or change of control of Atmus.

  67. Potential Payments Upon Termination of Employment Not in Connection With a Change of Control

    Potential Payments Upon Termination of Employment Not in Connection With a Change of Control The following narrative and tables summarize arrangements under which payments may be made to Atmus’ NEOs in the event of a termination of employment other than in connection with a change of control.

  68. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations of the Exchange Act implementing Section 953(b), the ratio of the compensation of Atmus’ CEO compared to the compensation of Atmus’ median employee in 2023 is set forth below. Ms. Disher’s compensation (as reported in the Summary Compensation Table) for 2023 was 206 times the similarly calculated compensation of Atmus’ median employee. The compensation amounts used to calculate the ratio are as follows:

  69. CEO Pay Ratio

    | 2023 Annual Total Compensation | | | S. Disher | $8,783,500 | | Median Employee | $42,729 |

  70. CEO Pay Ratio

    To identify Atmus’ median employee, Atmus began by reviewing the 2023 annual base salary and hourly wages plus target variable compensation (target total cash compensation) of all Atmus employees globally, including all full-time and part-time employees who were on Atmus’ payroll as of December 31, 2023. Approximately 36% of the headcount is located in the U.S. Atmus used the annual base salaries or hourly wages including those of permanent employees who had been employed by Atmus for less than the full year. Atmus converted the annual target total cash compensation of all employees to United States dollars to aid in the identification of the median employee. Atmus selected the median employee from among a group of employees with the same target total cash compensation. For 2023, the CEO pay ratio includes the value of the CEO’s one-time launch grant with a grant date fair value of $2,968,465 and the converted long-term incentive awards from the 2021 – 23 and 2022 – 24 cycles with a grant date fair value of $713,390. Excluding the grant date fair values of the one-time launch grant and the converted long-term incentives awards from the 2021 – 23 and 2022 – 24 cycles would reduce the 2023 CEO pay to $5,101,646 and reduce the CEO pay ratio to 119 times the median employee. While Atmus designs its compensation programs to reflect the local market practices in each country in which it operates, Atmus strives to reference, on average, market median pay for all employees globally, having taken into consideration the 25th and 75th percentiles as well.

  71. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 Directors who are employed by Atmus or Cummins (or any of their respective affiliates) are not eligible to receive compensation for their service on Atmus’ board of directors. Following the IPO during 2023, Atmus’ regular compensation arrangements for the independent members of Atmus’ board of directors consisted of the following: •An annual retainer fee of $90,000 in cash, paid quarterly in arrears; and •An annual equity award of RSUs having a target value equal to $120,000, granted annually with a one- year vesting period. The target value of this annual equity award of RSUs will increase to $140,000 effective in May 2024. For 2023, the chair of Atmus’ board of directors also received an additional annual retainer of $100,000 in cash, the chair of Atmus’ audit committee and the chair of the Atmus talent management and compensation committee received an additional annual retainer of $15,000 in cash and the chair of Atmus’ governance and nominating committee also received an additional annual retainer of $10,000 in cash. The annual retainer for the chair of Atmus’ audit committee will increase to $20,000 effective in May 2024. For 2023, Atmus compensated its directors under an interim compensation program during the prior-IPO period through May 2023, and under a 2023 post-IPO transition period commencing in June 2023. Atmus expects the transition period to continue until May 2024. Under the post-IPO interim compensation program, Atmus pays the at-large retainer in monthly installments rather than on a quarterly basis, in the case of the cash retainer and equity retainer, and the Chair Fees on an annual basis. Atmus expects its regular annual compensation cycle to begin in May 2024 with Atmus’ annual shareholder’s meeting. In 2023, Atmus launched a deferred compensation plan for the board of directors, under which Directors could elect to defer up to 100% of cash fees and up to 100% of stock compensation effective January 1, 2024. The following table provides information about the compensation of Atmus’ non-employee directors for 2023:

  72. DIRECTOR COMPENSATION FOR 2023

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1) | Total | | Stephen E. Macadam | $200,000 | $208,127 | $408,127 | | R. Edwin Bennett | $90,000 | $183,164 | $273,164 | | Gretchen Haggerty | $105,000 | $208,127 | $313,127 | | Jane Leipold | $105,000 | $208,127 | $313,127 |

  73. DIRECTOR COMPENSATION FOR 2023

    (1) Fees Earned or Paid in Cash in 2023 were as follows:

  74. DIRECTOR COMPENSATION FOR 2023

    | Director | Board Retainer | Board Chair Director Fee | Committee Chaired | Committee Chair Fees | Total | | Stephen E. Macadam | $90,000 | $100,000 | Governance & Nominating Committee | $10,000 | $200,000 | | R. Edwin Bennett | $90,000 | $— | — | $— | $90,000 | | Gretchen R. Haggerty | $90,000 | $— | Audit Committee | $15,000 | $105,000 | | Jane A. Leipold | $90,000 | $— | TMCC Committee | $15,000 | $105,000 |

  75. DIRECTOR COMPENSATION FOR 2023

    (2)The Stock Awards column represents the aggregate grant date fair value of RSUs granted to the directors for their service in 2023, computed in accordance with ASC Topic 718. The grant date fair value differs from the $10,000 per month target value of the awards because the number of RSUs granted was determined using a 20-day average of the closing price of Atmus Common Stock. Stock awards include the value of Cummins RSUs that were granted monthly prior to IPO from July 2022 through May 2023, which were subsequently converted to Atmus RSUs on June 2, 2024 after completion of IPO and vest according to the original schedule. Stock awards, as summarized in the table below, include the value of Cummins RSUs that were granted monthly prior to IPO from July 2022 through May 2023 (except commencing September 2022 for R. Edwin Bennett), which were subsequently converted to Atmus RSUs on June 2, 2023 after completion of IPO and vest according to the original schedule.

  76. DIRECTOR COMPENSATION FOR 2023

    | Director | RSUs grant on August 14, 2023 | Fair Value grant on date | Conversion of CMI RSUs received from July 2022 through May 2023 to Atmus RSUs on June 2, 2023 | Fair Value grant on date | | Stephen E. Macadam | 4,624 | $108,849 | 4,844 | $99,278 | | R. Edwin Bennett | 4,624 | $108,849 | 3,626 | $74,315 | | Gretchen R. Haggerty | 4,624 | $108,849 | 4,844 | $99,278 | | Jane A. Leipold | 4,624 | $108,849 | 4,844 | $99,278 |

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of the SEC’s Regulation S-K, we are providing the following information about the relationship between “Compensation Actually Paid,” referred to as “CAP,” to our CEO (or principal executive officer ("PEO")) and our other NEOs as compared to Atmus’ total shareholder return (“TSR”), the TSR of our selected peer group, our GAAP net income, and our company-selected performance measure, Adjusted EBITDA. For further information concerning Atmus’ performance-based approach to executive compensation and how Atmus aligns executive compensation with Atmus’ performance, refer to the Compensation Discussion and Analysis of this Proxy Statement.

  78. 2023 Pay vs. Performance Table

    2023 Pay vs. Performance Table

  79. 2023 Pay vs. Performance Table

    | Year | Summary Compensation Table Total for PEO (1)(2) | Compensation Actually Paid to PEO (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (2)(4) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($MM) (6) | Adjusted EBITDA ($MM) (7) | | | | | | | Atmus TSR (5) | Peer Group TSR (5) | | | | 2023 | $8,783,500 | $10,716,380 | $1,866,873 | $2,157,381 | $108.50 | $124.51 | $171.3 | $302.3 |

  80. 2023 Pay vs. Performance Table

    (1)PEO reflects compensation for Atmus’ current CEO, Stephanie J. Disher. (2)In addition to 2023 annual LTI grants, the value of equity awards includes 2023 launch grants, converted awards for the 2021-2023 Cummins stub cycle, converted awards for the 2022-2024 Cummins stub cycle, and off-cycle sign-on equity for our Chief People Officer, Renee Swan, in the Non-PEO NEO columns; for a breakdown of these equity award values in the Summary Compensation Table column, see the Grant of Plan Based Awards Table, and for a breakdown of these equity awards in the CAP column, see the CAP Equity Award Breakdown Table below (3)Compensation Actually Paid (“CAP”) reflects the SEC’s required methodology, with adjustments for calculating CAP from Summary Compensation Table values provided in the tables below. (4)NEOs used for the average non-PEO NEO calculations for 2023 were: Jack Kienzler, Renee Swan, Toni Y. Hickey, and Charles Masters. (5)Cumulative TSR is measured from a beginning date of May 27, 2023 (i.e., May 26, 2023 stock price is the base date for calculation) through December 31, 2023; and peer group TSR reflects values over the same measurement period for the S&P 500 Industrial Index. (6)Net Income reflects GAAP net income, as disclosed in our financial statements. (7)Adjusted EBITDA is defined as EBITDA after adding back certain one-time expenses, reflected in cost of sales and selling, general and administrative expenses, including costs associated with becoming a standalone public company; for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measures, please see page 56 in our Annual Report on Form 10-K for the year ended December 31, 2023.

  81. 2023 Adjustments to Calculate Compensation Actually Paid

    2023 Adjustments to Calculate Compensation Actually Paid PEO:

  82. 2023 Adjustments to Calculate Compensation Actually Paid

    | Year | SCT Total Compensation | Deduct SCT Change in Pension Value | Add Actuarial Pension Service Cost | Deduct Grant Date Fair Value of Stock and Option Awards | Add Year-End Fair Value of Equity Awards Granted in Year | Add Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Add Fair Value of Equity Awards Granted and Vested in the Year | Add Change in Fair Value of Vested Equity Awards Granted in Prior Years | Deduct Fair Value of Equity Awards that Failed to Meet Vesting Conditions in Year | Add Value of Dividends or other Earnings Paid on Equity Awards | Total Equity Adjustments | Total CAP | | 2023 | $8,783,500 | ($325,586) | $124,271 | ($6,542,409) | $8,617,184 | $0 | $59,420 | $0 | $0 | $0 | $8,676,605 | $10,716,380 |

  83. 2023 Adjustments to Calculate Compensation Actually Paid

    Average Non-PEO NEOs:

  84. 2023 Adjustments to Calculate Compensation Actually Paid

    | Year | SCT Total Compensation | Deduct SCT Change in Pension Value | Add Actuarial Pension Service Cost | Deduct Grant Date Fair Value of Stock and Option Awards | Add Year-End Fair Value of Equity Awards Granted in Year | Add Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Add Fair Value of Equity Awards Granted and Vested in the Year | Add Change in Fair Value of Vested Equity Awards Granted in Prior Years | Deduct Fair Value of Equity Awards that Failed to Meet Vesting Conditions in Year | Add Value of Dividends or other Earnings Paid on Equity Awards | Total Equity Adjustments | Total CAP | | 2023 | $1,866,873 | ($39,562) | $16,460 | ($1,082,077) | $1,385,539 | $0 | $10,148 | $0 | $0 | $0 | $1,395,686 | $2,157,381 |

  85. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    Relationship Between Compensation Actually Paid (CAP) and Performance Measures Atmus has only one year of CAP as a standalone publicly-traded company and, as of December 31, 2023, an approximately 7-month trading history. This limits our narrative description regarding the relationships of CAP to various performance measures. We expect to further expand our narrative descriptions regarding CAP and performance measures in future years. The Pay versus Performance table above illustrates the following: ▪In the approximately 7-month trading history of Atmus as a public company through December 31, 2023, Atmus achieved TSR of 8.5% and the peer group achieved TSR of 24.1% over the same period. ▪2023 CAP for both our PEO and our non-PEO NEOs is higher than Summary Compensation Table total compensation because our stock price increased 8.5%, and a significant proportion of PEO and non-PEO NEO pay is in the form of stock-based compensation. ▪Atmus’ 2023 net income increased to $171.3 million from $170.4 million in 2022. Because we have only one year of CAP, we do not yet have a year-over-year comparison of CAP versus changes in net income. ▪Atmus’ 2023 Adjusted EBITDA increased to $302.3 million from $243.3 million in 2022. Because we have only one year of CAP, we do not yet have a year-over-year comparison of CAP versus changes in Adjusted EBITDA. Adjusted EBITDA is the sole measure in our 2023 annual bonus and the 2021-2023 post-IPO stub cycle PSU award. The positive increase in Adjusted EBITDA contributed to a positive increase in CAP to our PEO and our non-PEO NEOs. Adjusted EBITDA is also a measure, along with ROIC, in the 2023-2025 PSU award and the sole measure in the 2022-2024 post-IPO stub cycle PSU award, and will have an effect on future CAP.