DEF 14A of Atmus Filtration Technologies Inc., Mar 17, 2025

DEF 14A of Atmus Filtration Technologies Inc.

Filed Mar 17, 2025 · FY20240001921963-25-000045

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 2028

    The Board of Directors recommends a vote "FOR" each of the director nominees for a three-year term expiring in 2028 The Board is divided into three classes, with the terms of office of each class ending in successive years. The terms of directors R. Edwin Bennett and Stephen E. Macadam 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 2028 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. We are also presenting a proposal to declassify the Board (Proposal 4). If that proposal receives sufficient stockholder support, starting in 2026, directors will stand for one-year terms, with the full Board standing for annual election starting in 2028. 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 Experience Insight overseeing and leading public companies and strategies for building partnerships with different customers and stakeholders | | | 7 out of 7 | | 5 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 Experience Leadership experience with dealers and distributors as an important part of the value chain | | Cybersecurity, Technology and Innovation Experience Knowledge or experience with technology innovations, digital solutions, innovative business models, data analytics, and cybersecurity risks | | | 3 out of 7 | | 1 out of 7 | | | | | | | | Human Capital Expertise Experience managing a human resources or compensation function | | | | | 1 out of 7 | | |

  5. DIVERSITY OF SKILLS AND EXPERTISE

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

  6. NOMINEES FOR TERMS ENDING IN 2028

    NOMINEES FOR TERMS ENDING IN 2028

  7. NOMINEES FOR TERMS ENDING IN 2028

    | R. EDWIN BENNETT Independent Director Age: 63 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 Arkestro, Inc.("Arkestro") and is a member of its Executive Advisory Board, which is focused on enhancing customer experiences, driving business value and accelerating transformation. Prior to Arkestro, Mr. Bennett provided strategic advice to ServiceNow. 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 Cybersecurity, Technology and Innovation Experience | | | Key Contributions to the Board: •Extensive leadership 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 |

  8. NOMINEES FOR TERMS ENDING IN 2028

    | STEPHEN E. MACADAM Independent Director and Chair of the Board of Directors Age: 64 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 Experience 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 gained through experience as a former Chief Executive Officer •Significant experience gained from service on the board of directors of other publicly-traded companies |

  9. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  10. DIRECTORS CONTINUING IN OFFICE

    | STEPHANIE J. DISHER CEO and Director Age: 49 Director since: 2022 Term Expires 2026 | Ms. Disher currently serves as Atmus’ Chief Executive Officer ("CEO") and a Director of Atmus' Board of Directors. Ms. Disher led the successful initial public offering of Atmus, which occurred in May 2023, and since then has led Atmus as its CEO. Ms. Disher previously served as Vice President of Cummins Inc. ("Cummins") and President of Cummins Filtration Inc. Prior to that role, Ms. Disher served in various leadership roles, since joining Cummins in 2013, including as Managing Director for Cummins in the South Pacific region. Prior to her career with Cummins, Ms. Disher held senior leadership roles with BP plc for thirteen years. 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. Ms. Disher was appointed to the IDEX (NYSE: IEX) Board of Directors in February 2025 where she serves on the Nominating and Corporate Governance Committee. Attributes and Skills: Executive Leadership Public Company Board Experience Global Experience Financial and Accounting Expertise M&A/Business Development Spin-Off Experience Dealers/Distributors | | | Key Contributions to the Board: •Extensive experience in the industry and global leadership •International leadership experience •Strategic capability •Commercial capability, including deep finance expertise |

  11. DIRECTORS CONTINUING IN OFFICE

    | DIEGO DONOSO Independent Director Age: 58 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 Experience 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 |

  12. DIRECTORS CONTINUING IN OFFICE

    | GRETCHEN R. HAGGERTY Independent Director Age: 69 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 Experience 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 |

  13. DIRECTORS CONTINUING IN OFFICE

    | JANE A. LEIPOLD Independent Director Age: 64 Director since: 2022 Board Committees: Talent Management and Compensation (Chair), Governance and Nominating | Ms. Leipold is President of JAL Executive HR Consulting, LLC, providing a wide breath of executive HR consulting services, working with CEOs and Board Directors on compensation, talent management and succession projects. Previously, from 2006 through 2016, Ms. Leipold served as Senior Vice President & Chief Human Resources Officer for TE Connectivity (NYSE: TEL), a global technology leader serving the consumer electronics, healthcare, automotive, aerospace and industrial machinery industries. Between 2006 and 2007, Ms. Leipold was part of the senior executive team responsible for establishing TE Connectivity as a public company after separating from Tyco International. From 2001 through 2006, Ms. Leipold served as Vice President of HR for Tyco Electronics, a division of Tyco International. Previously, Ms. Leipold held a variety of global human resources and talent development roles as well as roles in engineering and operations early in her career. 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 Human Capital Expertise | | | Key Contributions to the Board: •Broad knowledge of global manufacturing, engineering and operations and mergers and acquisition •Extensive global experience working with other publicly traded industrial companies and board of directors on compensation and succession projects •Extensive experience and knowledge in Human Resource practices |

  14. DIRECTORS CONTINUING IN OFFICE

    | STUART A. TAYLOR II Independent Director Age: 64 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. (NYSE: HI), 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 Experience 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

    EXECUTIVE AND DIRECTOR COMPENSATION

  16. BOARD OF DIRECTOR COMPENSATION FOR 2024

    BOARD OF DIRECTOR COMPENSATION FOR 2024 In May 2023, after Atmus' IPO and separation from Cummins, the Board of Directors was made up of eleven members and functioned as a controlled company. Following full separation, six non-independent directors departed, and two new independent directors were appointed, resulting in the current Board composition. 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. Atmus’ regular compensation arrangements for the independent members of Atmus’ board of directors consisted of the following in 2024: •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 $140,000, granted annually with a one- year vesting period. For 2024, Atmus provided the following additional annual leadership premium retainers in cash: •Board of Director Chair: $100,000 •Audit Committee Chair: $20,000 (increased from $15,000 in May 2024) •Talent Management and Compensation Committee Chair: $15,000 •Nominating and Governance Committee Chair: $10,000 Atmus paid directors ‘cash retainers, including Board and Committee Chair premium retainers in quarterly installments. Cash and equity retainers are prorated reflective of applicable service. Director service year runs annual meeting to annual meeting. Directors are eligible to participate in a deferred compensation plan, under which directors can elect to defer up to 100% of cash fees and up to 100% of stock compensation. Directors are required to hold shares in a value of 5X their cash retainer. New directors have 5 years to obtain compliance and are required to hold the after-tax value of shares received through Atmus annual equity awards until the guidelines are met. See additional details in the section titled "Stock Ownership Guidelines" below. The following table provides information about the compensation of Atmus’ non-employee directors for 2024:

  17. BOARD OF DIRECTOR COMPENSATION FOR 2024

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(3) | Total | | R. Edwin Bennett | $90,000 | $140,054 | $230,054 | | Diego Donoso (2) | $56,250 | $156,877 | $213,127 | | Gretchen R. Haggerty | $108,750 | $140,054 | $248,804 | | Jane A. Leipold | $105,000 | $140,054 | $245,054 | | Stephen E. Macadam | $193,750 | $140,054 | $333,804 | | Stuart A. Taylor II (2) | $62,500 | $156,877 | $219,377 |

  18. BOARD OF DIRECTOR COMPENSATION FOR 2024

    (1) The amounts shown represent the amount of cash compensation earned in fiscal year 2024 for Board and committee services. (2) Stuart A. Taylor II and Diego Donoso joined the Board in March 2024. Stephen E. Macadam served as Nominating and Governance Committee Chair January 2024 to March 2024. Stuart A. Taylor II served as Nominating and Governance Committee Chair March 2024 to December 2024.Their cash and equity compensation is reflective of their partial year service. (3) The amounts shown represent the amount of equity compensation granted in fiscal year 2024 for Board services. On May 14, 2024, each non-employee director received a grant of 4,565 shares for 2024 service. In determining the number of shares to be issued, we used the average daily closing price for the 20-day period prior to the grant date ($30.67 per share), the same methodology used to determine employee equity awards. The grant date fair value of these awards, as shown above for fiscal year 2024, was calculated by using the closing price of Atmus shares on the date of grant ($30.68 per share). On March 18, 2024, Stuart A. Taylor II and Diego Donoso received a grant of 627 shares for partial interim service with a target value of $15,000. In determining the number of shares to be issued, we used the trailing 20-trading day closing price average stock price prior to the grant date ($23.91 per share).The grant date fair value of these awards, as shown above for fiscal year 2024, was calculated by using the closing price of Atmus shares on the date of grant ($26.83 per share).

  19. Compensation Highlights

    Compensation Highlights 2024 Named Executive Officer Target Compensation Changes: As our leaders continue to evolve in the context of Atmus as a public company, target compensation adjustments were approved for all NEOs with a focus to better position to a public company market and with consideration to individual performance, capability, and development in the role. •Salary adjustments: 3% to 10% increases for NEOs made in reference to market median and individual performance. •Target bonus as a percent of salary adjustments: 10 percentage point increase for all Named Executive Officers to provide additional performance-based compensation tied to company performance. •Target long-term incentive adjustments: 15% average increase ranging from 14% to 21% to further link NEOs to stockholders and provide retention through multi-year cliff vesting design.

  20. 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 stockholders 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 TMCC 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 stockholder 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 Stockholder Interests. Equity-based compensation and a stock ownership requirement are a substantial part of the compensation program to link executive compensation with stockholder returns. Simple & Transparent. The TMCC has designed its program to be transparent to investors and employees, simple and easy to understand and consistent year over year.

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

    | | | | | | | | | | | | | | | | | | | | | 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. | | Earnings before interest, taxes, depreciation and amortization and certain adjustments (“Adjusted EBITDA”) (1). Considered to be a significant driver of the value of Atmus’ business and appropriately balancing growth and profitability. | | Performance share units (“PSUs”) (70%) and restricted share units (“RSUs”) (30%). For PSUs, 50% cumulative Adjusted EBITDA (1) over a three-year period and 50% three-year average return on invested capital (“ROIC”). Adjusted EBITDA (1) and ROIC provide an incentive to balance profitable growth and returns to stockholders. | | Full range of health and welfare under Atmus’ benefit plans and were covered by the same plans as other exempt employees. Designed to focus on attraction, retention, and executive and employee well-being. | | | | (1) 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 | | | | | | | | |

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

    Each year, the TMCC reviews the Company’s executive compensation program to ensure it remains aligned with our business strategy and the interests of our stockholders. As part of this review, the TMCC has reaffirmed that Adjusted EBITDA continues to be an appropriate performance metric for our annual plan and cumulative Adjusted EBITDA for our long-term incentive plans. Use of Adjusted EBITDA promotes long-term growth and stockholder feedback has been positive on its usage in both plans. As Atmus emerges from IPO, the TMCC will continue to annually review incentive metrics to ensure they are aligned and continue to evolve with Atmus’ priorities. In 2024, performance-linked components (annual bonus and annual long-term incentive compensation) were 83% of the CEO’s target total direct compensation opportunity and 62% of the average target total direct compensation opportunity for other current NEOs. These pay elements were allocated as shown below.

  23. How Incentive Plan Performance Measures and Goals Are Determined

    How Incentive Plan Performance Measures and Goals Are Determined The TMCC 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 the Talent Management and 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 TMCC 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 TMCC 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 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.

  24. Understanding the Market

    Understanding the Market The TMCC reviews the competitiveness of the Atmus executive compensation programs annually. To place the Atmus programs in context, the TMCC considered survey data for all NEOs and the compensation practices of a peer group of similar companies where data are available. These data are used to inform TMCC decisions related to program and policy design as well as incumbent compensation opportunities that reflect an individual leader’s performance, capabilities, and experience in the role. In making 2024 pay decisions, Atmus relied on data reflecting the practices of manufacturing companies in the AON Radford Global Compensation Survey and the Willis Towers Watson General Executive Compensation Survey. These broad manufacturing industry data were supplemented with the practices of a Compensation Peer Group (described below) to understand specific executive role pay levels, pay program and policy provisions, equity plan share use and pay for performance relationships. The Compensation Peer Group used to support 2024 compensation decisions was reviewed and adopted by the TMCC in May 2023 with assistance from its then current independent compensation consultant, Farient Advisors. 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 $500 million and $5 billion; (iv) companies with a similar customer type mix, (v) and companies believed to represent a relevant competitor for executive talent. Atmus’ compensation peer group for 2024 is comprised of the following companies:

  25. Understanding the Market

    Atmus reviews its peer group on an annual basis subject to the discretion of the TMCC and executive management feedback. The use of multiple sources of market data ensure that Atmus has robust context available to support decision-making. Our TMCC again reviewed the Compensation Peer Group in May 2024 to ensure continued appropriateness and alignment of constituent companies with Atmus. Based on the reevaluation, the TMCC removed Dorman Products and Enerflex from the peer group and added Gorman-Rupp, ITT, and Standard Motor. The Compensation Peer Group approved by our TMCC in May 2024 was used for evaluating executive compensation decisions for 2025.

  26. Annual Bonus

    Annual Bonus The 2024 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 individual target bonus percentage of salary X a corporate payout factor. Target awards as a percentage of salary were set in reference to market data for each role and after consideration of individual role, responsibilities and expected contribution. The 2024 annual bonus program for Atmus’ participants was based on actual achievement against our Adjusted EBITDA goal. The table below indicates Atmus’ NEOs’ target bonus as a percentage of salary for 2024 as determined by the TMCC:

  27. Annual Bonus

    | | Target Bonus as % of Salary(1) | | | Officer | 2023 Post-IPO | 2024 | | Stephanie J. Disher | 100% | 110% | | Jack Kienzler | 60% | 70% | | Charles Masters | 50% | 60% | | Renee Swan | 50% | 60% | | Toni Y. Hickey | 50% | 60% | | (1) Threshold payout is 10% of target and maximum payout is 200% of target | | |

  28. 2024 Annual Bonus Performance Measure

    2024 Annual Bonus Performance Measure Adjusted EBITDA was the sole performance measure for the 2024 annual bonus plan because the TMCC believes that it is a significant driver of the value of Atmus’ business, appropriately balances growth and profitability, and is well-understood by plan participants.

  29. Adjusted EBITDA Performance Target For 2024

    Adjusted EBITDA Performance Target For 2024 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 TMCC sought to set a challenging yet realistic goal, incorporating previous performance as well as the forecasted opportunities and economic conditions in the markets. The 2024 Adjusted EBITDA target was set with this philosophy in mind. The TMCC set the Adjusted EBITDA target at $325 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, selling, and general and administrative expenses, associated with becoming a standalone public company. The Adjusted EBITDA target was established by the TMCC after reviewing the AOP. As shown below, the possible payout factors for 2024 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 changes in increments of 10% for results that fall between threshold and target, or between target and maximum.

  30. Adjusted EBITDA Performance Target For 2024

    | | Atmus Adjusted EBITDA Goal | Goal as % of Target | Payout as % of Target(1) | | Maximum | $373.1 million | ≥115% | 200% | | Target | $325 million | 100% | 100% | | Threshold | $276.9 million | 85% | 10% | | <Threshold | ≤$276.9 | <85% | 0 | | Actual | $329.5 | 101% | 100% |

  31. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  32. Long-Term Incentive Awards For 2024

    Long-Term Incentive Awards For 2024 Atmus’ long-term incentive compensation for 2024 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 2024 – 2026. 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, 2027, subject to the terms of the Atmus 2022 Omnibus Incentive Plan (the "Atmus Omnibus Plan"). 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 stockholders. The target long-term incentive values for 2024 for Atmus' NEOs were as follows:

  33. Long-Term Incentive Awards For 2024

    | | Annual Target Long-Term Equity Incentive Value | | | Officer | 2023 | 2024 | | Stephanie J. Disher | $2,800,000 | $3,400,000 | | Jack Kienzler | $680,000 | $800,000 | | Charles Masters | $350,000 | $425,000 | | Renee Swan | $350,000 | $350,000 | | Toni Y. Hickey | $350,000 | $400,000 |

  34. Long-Term Incentive Awards For 2024

    The number of PSUs and RSUs granted as 2024 regular long-term equity incentive compensation are set forth in the “Grants of Plan-Based Awards for 2024” and “Outstanding Equity Awards at 2024 Year-End” tables. The table below illustrates the payout as a percentage of target for the PSUs.

  35. Long-Term Incentive Awards For 2024

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

  36. Long-Term Incentive Awards For 2024

    (1) Interpolate for performance between discrete points rounding down to the nearest 10% increment. The TMCC sets the target long-term incentive values for each officer referencing the market median of the role. Grant values are set using a market-based methodology and trailing 20-trading day closing price average stock price to convert the targeted dollar value of the grants into a number of PSUs and RSUs.

  37. Converted “Cummins Cares” Awards

    Converted “Cummins Cares” Awards Cummins granted “Cummins Cares” awards to a population of Atmus employees including our SVP & Chief Financial Officer, SVP & President, Power Solutions, and Former Chief Legal Officer & Corporate Secretary. The awards were provided by Cummins on October 3, 2022 and converted to Atmus shares at full separation. The converted awards vesting schedule aligned with the original awards' vesting schedule with 87 shares vesting October 3, 2024 and 99 shares vesting October 3, 2025.

  38. Prior Year Equity Awards

    Prior Year Equity Awards

  39. Cummins Awards for the Performance Period 2022 – 2024: Prorated Performance Cash

    Cummins Awards for the Performance Period 2022 – 2024: Prorated Performance Cash Cummins’ long-term incentive compensation for the performance period 2022 – 2024 consisted of 70% performance shares and 30% performance cash. Payouts are based on satisfaction of targets for ROIC, weighted at 80%, and cumulative EBITDA, weighted at 20%, over a three-year period. In connection with Atmus’ IPO, Cummins’ Compensation Committee froze the payout factors for Atmus’ participants under both the 2022 – 2024 long-term incentive compensation plan cycle 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 a payout factor of 130% of target for the 2022 – 2024 plan cycle. The Cummins Compensation Committee also prorated the award 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.

  40. Cummins Awards for the Performance Period 2022 – 2024: Post-IPO Stub Period Atmus Performance

    Cummins Awards for the Performance Period 2022 – 2024: Post-IPO Stub Period Atmus Performance For the post-IPO stub period of the Cummins 2022 – 2024 long-term incentive compensation plan cycle, the TMCC adopted a new long-term incentive stub cycle, running from the completion of the IPO to the end of 2024, respectively, consisting of PSUs (70%) and RSUs (30%). PSUs are based on Atmus performance. 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 2024” table. The TMCC approved Atmus cumulative Adjusted EBITDA as the performance measure to be used for the stub-cycle PSUs because the TMCC believes Atmus 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 TMCC approved the following threshold, target and maximum performance levels and payouts associated with the Atmus cumulative Adjusted EBITDA measure for the 2022 – 2024 stub cycle period (July 1, 2023 – December 31, 2024):

  41. Cummins Awards for the Performance Period 2022 – 2024: Post-IPO Stub Period Atmus Performance

    | | Adjusted EBITDA Goal ($M) | Payout as % of Target (1) | | Maximum | ≥476.6 | 200% | | Target | $414.4 | 100% | | Threshold | $352.2 | 10% | | <Threshold | <$352.2 | 0% | | Actual | $473.4 | 190% | | (1) Interpolate for performance between discrete points rounding down to the nearest 10% increment. | | |

  42. 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 ensures that the interests of Atmus’ executives are closely aligned with those of its stockholders. | 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 TMCC. 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 TMCC has confirmed Atmus’ performance results and the associated incentive awards. Additionally, Atmus has stock ownership guidelines for all officers that ensure the interests of its leaders and stockholders 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 TMCC 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. |

  43. Post-Employment Compensation (in connection with a termination without cause)

    Post-Employment Compensation (in connection with a termination without cause) Atmus’ severance 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.”

  44. Post-Employment Compensation (in connection with a termination without cause)

    | Atmus’ Chief Executive Officer | Atmus' NEOs Other Than Its 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. |

  45. Post-Employment Compensation (in connection with a termination without cause)

    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.”

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

    Post-Employment Compensation (in connection with a change in control) Atmus’ change in control severance 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.

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

    | Atmus’ Chief Executive Officer | 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. |

  48. 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 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.

  49. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The Summary Compensation Table and notes show all compensation paid to or earned by Atmus’ NEOs for 2024, generally under Atmus’ compensation programs and plans following IPO and fully under Atmus following full separation as discussed above. 2023 compensation is generally under Atmus’ compensation programs and plans following the IPO. For 2023 prior to the IPO and for 2022, compensation is generally under Cummins’ compensation programs and plans.

  50. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Stephanie J. Disher Chief Executive Officer | 2024 | $856,250 | $— | $4,126,588 | — | $985,890 | '(5) | $125,437 | $6,094,165 | | | 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 SVP & Chief Financial Officer | 2024 | $498,750 | $— | $975,944 | — | $346,270 | '(5) | $72,564 | $1,893,528 | | | 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 | | Charles Masters SVP & President, Power Solutions | 2024 | $449,250 | $— | $520,822 | — | $271,928 | '(5) | $78,196 | $1,320,196 | | | 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 | | Renee Swan SVP & Chief People Officer | 2024 | $412,000 | $— | $424,801 | — | $237,200 | '(5) | $54,367 | $1,128,368 | | | 2023 | $153,030 | $122,640 | $1,335,801 | — | $137,727 | $— | $7,868 | $1,757,066 | | Toni Y. Hickey Former Chief Legal Officer & Corporate Secretary | 2024 | $139,833 | $— | $490,467 | — | $— | '(5) | $551,880 | $1,182,180 | | | 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 |

  51. 2024 SUMMARY COMPENSATION TABLE

    (1)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 2024 were made pursuant to the Atmus Omnibus Plan. A breakdown of the grant date fair value of equity awards made in 2024 by type of award is summarized below assuming target payout on PSUs.

  52. 2024 SUMMARY COMPENSATION TABLE

    | Name of Officer | 2024 Annual LTI | 2024 Converted Cummins Cares Grant | Total | | Stephanie J. Disher | $4,126,588 | $— | $4,126,588 | | Jack Kienzler | $970,954 | $4,990 | $975,944 | | Charles Masters | $515,832 | $4,990 | $520,822 | | Renee Swan | $424,801 | $— | $424,801 | | Toni Y. Hickey (1) | $485,477 | $4,990 | $490,467 |

  53. 2024 SUMMARY COMPENSATION TABLE

    (1)Ms. Hickey's outstanding equity, inclusive of the 2024 LTI award and 2024 converted Cummins Cares grant, was forfeited upon separation from the Company on August 18, 2024. (2)The amounts shown in this column for 2024 consist of (i) payments that will be made in 2024 under Atmus’ Annual Bonus Plan for 2024 performance and (ii) payments for the performance cash component of Cummins’ long term incentive compensation program that will be made in 2025 based on Cummins’ 2022 – 2024 performance through the IPO date. The payments for each NEO from these sources are:

  54. 2024 SUMMARY COMPENSATION TABLE

    | Name of Officer | Annual Bonus Plan | Performance Cash | Total | | Stephanie J. Disher | $921,875 | $64,015 | $985,890 | | Jack Kienzler | $337,125 | $9,145 | $346,270 | | Charles Masters | $259,125 | $12,803 | $271,928 | | Renee Swan | $237,200 | $— | $237,200 | | Toni Y. Hickey | $— | $— | $— |

  55. 2024 SUMMARY COMPENSATION TABLE

    (3)Atmus does not provide a pension plan to NEOs. 2023 values reflect Cummin’s pension of which stayed with Cummins post-separation. (4)The amounts in this column represent the cost of all other compensation provided to the NEOs as set forth in the following tables:

  56. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

  57. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    | | | | 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 ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards (#) | Awards ($) | | Stephanie J. Disher | Annual Incentive Plan (1) | — | $92,188 | $921,875 | $1,843,750 | | | | | | | | | | PSUs (2) | 4/1/2024 | | | | 8,907 | 89,072 | 178,144 | | | | $2,888,605 | | | RSUs (3) | 4/1/2024 | | | | | | | 38,174 | | | $1,237,983 | | Jack Kienzler | Annual Incentive Plan (1) | — | $33,713 | $337,125 | $674,250 | | | | | | | | | | PSUs (2) | 4/1/2024 | | | | 2,096 | 20,958 | 41,916 | | | | $679,668 | | | RSUs (4) | 3/18/2024 | | | | | | | 186 | | | $4,990 | | | RSUs (3) | 4/1/2024 | | | | | | | 8,982 | | | $291,286 | | Charles Masters | Annual Incentive Plan (1) | — | $25,913 | $259,125 | $518,250 | | | | | | | | | | PSUs (2) | 4/1/2024 | | | | 1,113 | 11,134 | 22,268 | | | | $361,076 | | | RSUs (4) | 3/18/2024 | | | | | | | 186 | | | $4,990 | | | RSUs (3) | 4/1/2024 | | | | | | | 4,772 | | | $154,756 | | Renee Swan | Annual Incentive Plan (1) | — | $23,720 | $237,200 | $474,400 | | | | | | | | | | PSUs (2) | 4/1/2024 | | | | 917 | 9,169 | 18,338 | | | | $297,351 | | | RSUs (3) | 4/1/2024 | | | | | | | 3,930 | | | $127,450 | | Toni Y. Hickey (5) | Annual Incentive Plan (1) | — | $— | $— | $— | | | | | | | | | | PSUs (2) | 4/1/2024 | | | | 1,048 | 10,479 | 20,958 | | | | $339,834 | | | RSUs (4) | 3/18/2024 | | | | | | | 186 | | | $4,990 | | | RSUs (3) | 4/1/2024 | | | | | | | 4,491 | | | $145,643 |

  58. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2024

    (1)NEOs participate in Atmus’ annual bonus plan, as described in the section titled “Compensation Discussion and Analysis”. The payout is calculated based on a formula approved by the TMCC 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 (actual base salary and other eligible compensation paid for calendar year) times (annualized 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. Toni Hickey was provided a prorated bonus under her separation agreement upon signing waivers and releases. (2)Atmus granted PSUs for the 2024 – 2026 performance period. The number of PSUs earned for the 2024 – 2026 performance cycle will be based 50% on Atmus’ 3-year cumulative Adjusted EBITDA and 50% on Atmus’ 3-year average ROIC.The payout factor could range from zero to 2.0, in increments of 0.1. (3)Atmus granted RSUs under the Atmus Omnibus Plan as part of Atmus’ 2024 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, 2027, subject to the terms of the Atmus Omnibus Plan. (4)Atmus converted outstanding "Cummins Cares" awards provided by Cummins on October 3, 2022 and converted them to Atmus shares on March 18, 2024 upon full separation. The vesting schedule aligned with the original awards'. See additional details in the section titled "Converted Cummins Cares Awards." (5)Ms. Hickey's outstanding equity, inclusive of 2024 grants, were forfeited upon her separation from the Company on August 18, 2024.

  59. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END The Atmus closing stock price of $39.18 on December 31, 2024 were used to calculate the values in the table below. The table excludes Toni Hickey, who was not an employee as of December 31, 2024 and whose equity was forfeited upon separation from the Company on August 18, 2024.

  60. OUTSTANDING EQUITY AWARDS AT 2024 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 | RSU Award (1) (2) | | | | | 38,174 | $1,495,657 | | | | | RSU Award (1) (3) | | | | | 126,103 | $4,940,716 | | | | | RSU Award (1) (4) | | | | | 40,288 | $1,578,484 | | | | | RSU Award (1) (5) | | | | | 10,111 | $396,149 | | | | | PSU Award (8) | | | | | | | 115,794 | $4,536,809 | | | PSU Award (9) | | | | | | | 178,610 | $6,997,940 | | | PSU Award (10) | | | | | | | 3,286 | $128,745 | | | PSU Award (10) | | | | | | | 8,296 | $325,037 | | Jack Kienzler | RSU Award (1) (2) | | | | | 8,982 | $351,915 | | | | | RSU Award (1) (6) | | | | | 99 | $3,879 | | | | | RSU Award (1) (3) | | | | | 25,221 | $988,159 | | | | | RSU Award (1) (4) | | | | | 9,784 | $383,337 | | | | | RSU Award (1) (5) | | | | | 1,423 | $55,753 | | | | | PSU Award (8) | | | | | | | 27,245 | $1,067,459 | | | PSU Award (9) | | | | | | | 43,377 | $1,699,511 | | | PSU Award (10) | | | | | | | 1,616 | $63,315 | | Charles Masters | RSU Award (1) (2) | | | | | 4,772 | $186,967 | | | | | RSU Award (1) (6) | | | | | 99 | $3,879 | | | | | RSU Award (1) (3) | | | | | 12,610 | $494,060 | | | | | RSU Award (1) (4) | | | | | 5,036 | $197,310 | | | | | RSU Award (1) (5) | | | | | 2,054 | $80,476 | | | | | PSU Award (8) | | | | | | | 14,474 | $567,091 | | | PSU Award (9) | | | | | | | 22,327 | $874,772 | | | PSU Award (10) | | | | | | | 2,370 | $92,857 | | Renee Swan | RSU Award (1) (2) | | | | | 3,930 | $153,977 | | | | | RSU Award (1) (4) | | | | | 4,414 | $172,941 | | | | | RSU Award (1) (3) | | | | | 12,610 | $494,060 | | | | | RSU Award (1) (7) | | | | | 19,616 | $768,555 | | | | | PSU Award (8) | | | | | | | 11,920 | $467,026 | | | PSU Award (9) | | | | | | | 20,596 | $806,951 |

  61. OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END

    (1)Each RSU that vests will be settled with one share of Atmus Common Stock, subject to the terms of the Atmus Omnibus Plan. (2)These RSUs were granted on April 1, 2024 under the Atmus Omnibus Plan as a 2024 annual grant and vests on March 1, 2027. (3)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. (4)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. (5)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 2022 – 24 performance cycle 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. (6)These RSUs were granted on March 18, 2024 under the Atmus Omnibus Plan relating to Atmus Common Stock, representing the converted "Cummins Cares" held by select employees under the Cummins Omnibus Plan to support IPO and Split. The RSUs will vest on the same schedule as the Cummins long-term incentive awards to which they related. (7)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. (8)These PSUs were granted on April 1, 2024 for the 2024 – 2026. The number of PSUs is represented at 130%. The PSUs earned will be settled in shares in March 2027. (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 190%. The performance shares earned will be settled in shares in March 2026. (10)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 max. The PSUs earned will be settled in shares in March 2025.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.

  62. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation None of Atmus’ NEOs have participated in any non-qualified deferred compensation plans prior to December 31, 2024.

  63. Potential Payments Upon Termination or Change of Control as of 2024 Year-End

    Potential Payments Upon Termination or Change of Control as of 2024 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.

  64. 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.

  65. 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 2024 is set forth below. Ms. Disher’s compensation (as reported in the Summary Compensation Table) for 2024 was 175 times the similarly calculated compensation of Atmus’ median employee. The compensation amounts used to calculate the ratio are as follows:

  66. CEO Pay Ratio

    | 2024 Annual Total Compensation | | | Stephanie Disher | $6,094,165 | | Median Employee | $34,777 |

  67. CEO Pay Ratio

    To identify Atmus’ median employee, Atmus began by reviewing the 2024 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, 2024. Approximately 35% 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. 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.

  68. 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 stockholder 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.

  69. 2024 Pay vs. Performance Table

    2024 Pay vs. Performance Table

  70. 2024 Pay vs. Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($MM) (4) | Adjusted EBITDA ($MM) (5) | | | | | | | Atmus TSR (3) | Peer Group TSR (3) | | | | 2024 | $6,094,165 | $13,267,710 | $1,381,068 | $1,915,725 | $181.50 | $144.92 | $185.6 | $329.5 | | 2023 | $8,783,500 | $10,716,380 | $1,866,873 | $2,157,381 | $108.50 | $124.51 | $171.3 | $302.3 |

  71. 2024 Pay vs. Performance Table

    (1)The PEO and Non-PEO NEOs included in the above compensation columns reflect the following:

  72. 2024 Pay vs. Performance Table

    | Year | PEO | Compensation Actually Paid to PEO | | 2024 | Stephanie Disher | Jack Kienzler, Charles Masters, Renee Swan, Toni Y. Hickey | | 2023 | Stephanie Disher | Jack Kienzler, Charles Masters, Renee Swan, Toni Y. Hickey |

  73. 2024 Pay vs. Performance Table

    (2)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. (3)Total Shareholder Return (TSR) compares the cumulative total shareholder return on our shares against the cumulative return on the S&P 500 Industrial Index. It assumes the investment of $100 in our shares and in the S&P 500 Industrial Index at May 26, 2023. (4)Net Income reflects GAAP net income, as disclosed in our financial statements. (5)Adjusted EBITDA is defined as EBITDA after adding back certain one-time expenses, including costs associated with separation activities; for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measures, please see Appendix A. 2024 Adjustments to Calculate Compensation Actually Paid PEO:

  74. 2024 Pay vs. Performance Table

    | Year | SCT Total Compensation | 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 | | 2024 | $6,094,165 | ($4,126,588) | $5,683,466 | $5,610,444 | $0 | $6,223 | $0 | $0 | $11,300,133 | $13,267,710 |

  75. 2024 Pay vs. Performance Table

    Average Non-PEO NEOs:

  76. 2024 Pay vs. Performance Table

    | Year | SCT Total Compensation | 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 | | 2024 | $1,381,068 | ($603,009) | $660,136 | $696,774 | $1,651 | $23,842 | ($244,738) | $0 | $1,137,665 | $1,915,724 |

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

    Relationship Between Compensation Actually Paid (CAP) and Performance Measures The Pay versus Performance table above illustrates the following: ▪Atmus achieved TSR of 81.5% and the peer group achieved TSR of 44.9% from May 26, 2023 through December 31, 2024. ▪2024 CAP for both our PEO and our non-PEO NEOs is higher than Summary Compensation Table total compensation because our stock price increased 81.5%, and a significant proportion of PEO and non-PEO NEO pay is in the form of stock-based compensation. ▪Atmus’ 2024 net income increased to $185.6 million from $171.3 million in 2023. ▪Atmus’ 2024 Adjusted EBITDA increased to $329.5 million from $302.3 million in 2023. Adjusted EBITDA is the sole measure in our 2024 annual bonus and the 2022-2024 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 will have an effect on future CAP.