DEF 14A of Atmus Filtration Technologies Inc., Mar 30, 2026

DEF 14A of Atmus Filtration Technologies Inc.

Filed Mar 30, 2026 · FY20250001921963-26-000029

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 one-year term expiring in 2027

    The Board of Directors recommends a vote "FOR" each of the director nominees for a one-year term expiring in 2027 Prior to 2026, the Board was divided into three classes, with the terms of office of each class ending in successive years. In 2025, the Board and our stockholders approved amending and restating our Amended and Restated Certificate of Incorporation to declassify the Board. The terms of directors Stephanie J. Disher, Diego Donoso, Heath Sharp and Stuart A. Taylor II will expire at the Annual Meeting, and the Board has nominated each of them to serve an additional one-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 four 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. Beginning in 2028, the full Board will stand for annual election. 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, the director 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 Nominating and Governance 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 | | | 8 out of 8 | | 7 out of 8 | | | | | | | | 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 | | | 8 out of 8 | | 7 out of 8 | | | | | | | | M&A/Business Development Experience developing and implementing operating plans and business strategy | | Human Capital Expertise Experience managing a human resources or compensation function | | | 8 out of 8 | | 1 out of 8 | | | | | | | | 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 | | | 5 out of 8 | | 1 out of 8 |

  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 | • | • | • | • | • | • | • | • | | Dealers/Distributors | | • | • | | | • | • | • | | Cybersecurity, Technology and Innovation Experience | • | | | | | | | | | Human Capital Expertise | | | | | • | | | |

  6. NOMINEES FOR TERMS ENDING IN 2027

    NOMINEES FOR TERMS ENDING IN 2027

  7. NOMINEES FOR TERMS ENDING IN 2027

    | STEPHANIE J. DISHER CEO and Director Age: 50 Director since: 2022 Term Expires 2026 | Ms. Disher currently serves as Atmus’ Chief Executive Officer ("CEO") and a Director on 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 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 |

  8. NOMINEES FOR TERMS ENDING IN 2027

    | DIEGO DONOSO Independent Director Age: 59 Director since: 2024 Term Expires 2026 Board Committees: Audit, Nominating and Governance | 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 previously served as a director of GrafTech International Ltd. (NYSE: EAF), a manufacturer of graphite electrodes and petroleum coke from 2023 until 2025. 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 with international business issues |

  9. NOMINEES FOR TERMS ENDING IN 2027

    | HEATH SHARP Independent Director Age: 58 Director since: 2026 Term Expires 2026 Board Committees: Audit, Nominating and Governance | Mr. Sharp is the CEO of Reliance Worldwide Corporation (ASX: RWC), an Australian publicly listed manufacturing company focused on water flow, control, and monitoring products for plumbing and heating. Since 2015, Mr. Sharp has led RWC’s transformation from a regionally focused manufacturer into a global, publicly listed leader in water control systems and plumbing solutions. Over his tenure as CEO, Mr. Sharp has overseen multiple strategic acquisitions—including John Guest, EZ-Flo and Holman—driving global expansion, enhancing RWC’s distribution footprint, and creating cross-market product synergies. A mechanical engineer by training, Heath joined RWC in 1990 and has held key leadership roles across Australia, the U.S., and the U.K., giving him operational depth and cultural fluency in multiple markets. Mr. Sharp has served as the Managing Director on the board of directors of RWC since 2016. Mr. Sharp has extensive experience working with public company boards, institutional investors, and global teams and his international experience gives him a nuanced understanding of global markets and regulatory environments. Mr. Sharp earned a Bachelor of Mechanical Engineering from the University of Southern Queensland. 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 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 CEO •Significant experience gained from service on the board of directors of other publicly-traded companies |

  10. NOMINEES FOR TERMS ENDING IN 2027

    | STUART A. TAYLOR II Independent Director Age: 65 Director since: 2024 Term Expires 2026 Board Committees: Talent Management and Compensation, Nominating and Governance (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; and Ball Corporation (NYSE: BALL), a manufacturer of metal products, since 1999, where he serves as chair of the board, chairs the nominating and corporate governance committee and is a member of the human resources committee. Mr. Taylor previously served as director of Hillenbrand Industries Inc. (NYSE: HI), a global industrial company, from 2008 until 2025; and 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 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 |

  11. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  12. DIRECTORS CONTINUING IN OFFICE

    | R. EDWIN BENNETT Independent Director Age: 64 Director since: 2022 Term Expires 2028 Board Committees: Audit and Nominating and Governance | 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 was appointed to the Perella Weinberg Partners LP (NASDAQ: PWP) Board of Directors in July 2025 where he serves on the Audit Committee and Compensation Committee. 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 Public Company Experience Global Experience Financial and Accounting Expertise M&A/Business Development 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 |

  13. DIRECTORS CONTINUING IN OFFICE

    | STEPHEN E. MACADAM Independent Director and Chair of the Board of Directors Age: 65 Director since: 2022 Term Expires 2028 Board Committees: Nominating and Governance, Talent Management and Compensation | Mr. Macadam served as Vice Chairman of EnPro Inc. (formerly known as 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. He has served as a director of Sleep Number Corporation (NASDAQ: SNBR) since November 2023, where he is a member of the corporate governance committee and the chair of the audit 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 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 |

  14. DIRECTORS CONTINUING IN OFFICE

    | GRETCHEN R. HAGGERTY Independent Director Age: 70 Director since: 2022 Term Expires 2027 Board Committees: Audit (Chair), Nominating and Governance | 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 previously served as director of USG Corporation, a leading manufacturer of building materials, from 2011 to 2019. 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 | | | 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 |

  15. DIRECTORS CONTINUING IN OFFICE

    | JANE A. LEIPOLD Independent Director Age: 65 Director since: 2022 Term Expires 2027 Board Committees: Talent Management and Compensation (Chair), Nominating and Governance | Ms. Leipold is President of JAL Executive HR Consulting, LLC, providing a wide breadth 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 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 |

  16. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  17. BOARD OF DIRECTOR COMPENSATION FOR 2025

    BOARD OF DIRECTOR COMPENSATION FOR 2025 The Board composition during the year 2025 consisted of six independent directors. On February 5, 2026, the Board expanded to eight directors and appointed Heath Sharp as a seventh independent director. Directors who are employed by Atmus (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 the Board consisted of the following in 2025: •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 2025, Atmus provided the following additional annual leadership premium retainers in cash: •Board of Director Chair: $100,000 •Audit Committee Chair: $20,000 •Talent Management and Compensation Committee Chair: $15,000 •Nominating and Governance Committee Chair: $10,000 Director cash retainers, including Board and committee chair premium retainers, are paid in quarterly installments. Cash and equity retainers are prorated based on applicable service. Director service runs from 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. Director stock ownership guidelines require that directors hold 5X the value of the annual cash retainer in shares. 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 2025:

  18. BOARD OF DIRECTOR COMPENSATION FOR 2025

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total | | R. Edwin Bennett............................................................................................................. | $90,000 | $148,678 | $238,678 | | Diego Donoso.................................................................................................................. | $90,000 | $148,678 | $238,678 | | Gretchen R. Haggerty....................................................................................................... | $110,000 | $148,678 | $258,678 | | Jane A. Leipold................................................................................................................ | $105,000 | $148,678 | $253,678 | | Stephen E. Macadam....................................................................................................... | $190,000 | $148,678 | $338,678 | | Stuart A. Taylor II............................................................................................................. | $100,000 | $148,678 | $248,678 |

  19. BOARD OF DIRECTOR COMPENSATION FOR 2025

    (1) The amounts shown represent the amount of cash compensation earned in fiscal year 2025 for Board and committee services. (2) The amounts shown represent the amount of equity compensation granted in fiscal year 2025 for Board services. On May 20, 2025, each non-employee director received a grant of 3,886 shares for 2025 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 ($36.03 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 2025, was calculated by using the closing price of Atmus shares on the date of grant ($38.26 per share).

  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 stock ownership requirements 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 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. 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 TMCC’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, performance measures, 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 to reflect significant transactions (such as acquisitions, divestitures, or newly formed joint ventures) or other unusual items (such as significant restructuring charges 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 that a significant portion of their pay should be incentive-based and therefore at risk. In 2025, performance-linked components (annual bonus and annual long-term incentive compensation) were 87% of the CEO’s target total direct compensation opportunity and 65% of the average target total direct compensation opportunity for other current NEOs, reflecting increases from 2024 levels of 83% and 62%, respectively. These pay elements were allocated as shown below.

  23. Understanding the Market

    Understanding the Market The TMCC reviews the competitiveness of Atmus’ executive compensation program annually. As part of this review, the TMCC considers the compensation practices of a peer group of similar companies, as well as third-party survey data when peer group data is limited. 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 2025 pay decisions, the TMCC relied on two sources: (1) Compensation Peer Group data (described below) to understand specific pay levels by executive role and (2) survey data reflecting the practices of manufacturing companies in the Willis Towers Watson Executive Compensation Survey. The Compensation Peer Group used to support 2025 compensation decisions was reviewed and approved by the TMCC in May 2024 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 and parts and equipment 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 2025 was comprised of the following companies:

  24. 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 ensures that Atmus has robust context available to support decision-making. The TMCC again reviewed the Compensation Peer Group in May 2025 to ensure continued appropriateness and alignment of constituent companies with Atmus. The Compensation Peer Group approved by the TMCC in 2025 will be used for evaluating executive compensation decisions for 2026.

  25. Annual Bonus

    Annual Bonus The 2025 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: Target awards as a percentage of salary were set in reference to market data for each role and after consideration of the individual role, responsibilities and expected contribution. The 2025 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 2025 as determined by the TMCC:

  26. Annual Bonus

    | | Target Bonus as % of Salary(1) | | | Officer | 2024 | 2025 | | Stephanie J. Disher | 110% | 120% | | Jack Kienzler | 70% | 70% | | Laura Heltebran | - | 65% | | Charles Masters | 60% | 70% | | Renee Swan | 60% | 60% | | (1) Threshold payout is 10% of target and maximum payout is 200% of target | | |

  27. 2025 Annual Bonus Performance Measure

    2025 Annual Bonus Performance Measure Adjusted EBITDA was the sole performance measure for the 2025 annual bonus plan because the TMCC believes it is a significant driver of the value of Atmus’ business, appropriately balances growth and profitability, and is well-understood by plan participants.

  28. Adjusted EBITDA Performance Target For 2025

    Adjusted EBITDA Performance Target For 2025 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 2025 Adjusted EBITDA target was set with this philosophy in mind. The TMCC set the Adjusted EBITDA target at $348 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 2025 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.

  29. Adjusted EBITDA Performance Target For 2025

    | | Atmus Adjusted EBITDA Goal | Goal as % of Target | Payout as % of Target(1) | | Maximum | $400 million | ≥115% | 200% | | Target | $348 million | 100% | 100% | | Threshold | $296 million | 85% | 10% | | <Threshold | ≤$296 million | <85% | 0 | | Actual | $354 million | 100% | 100% |

  30. Adjusted EBITDA Performance Target For 2025

    (1) Interpolation for performance between discrete points, rounding down to the nearest 10% increment Actual Adjusted EBITDA for purposes of determining 2025 annual incentive payouts was $354 million, resulting in a payout factor of 100% of target. The actual bonus amounts payable to Atmus’ NEOs for 2025 are set forth in the “2025 Summary Compensation Table.” 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.

  31. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  32. Long-Term Incentive Awards For 2025

    Long-Term Incentive Awards For 2025 Atmus’ long-term incentive compensation for 2025 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 2025 - 2027. 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 fully vest on March 1, 2028, 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 2025 for Atmus' NEOs were as follows:

  33. Long-Term Incentive Awards For 2025

    | | Annual Target Long-Term Incentive Value | | | | Officer | | 2024 | 2025 | | Stephanie J. Disher | | $3,400,000 | $5,000,000 | | Jack Kienzler | | $800,000 | $850,000 | | Laura Heltebran | | - | $700,000 | | Charles Masters | | $425,000 | $550,000 | | Renee Swan | | $350,000 | $350,000 |

  34. Long-Term Incentive Awards For 2025

    The number of PSUs and RSUs granted as 2025 regular long-term equity incentive compensation are set forth in the “Grants of Plan-Based Awards for 2025” and “Outstanding Equity Awards at 2025 Year-End” tables. The table below illustrates the payout opportunity as a percentage of target for the PSUs.

  35. Long-Term Incentive Awards For 2025

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

  36. Long-Term Incentive Awards For 2025

    (1) Interpolation 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. PSU Awards for the 2023 – 2025 Performance Cycle

    PSU Awards for the 2023 – 2025 Performance Cycle The 2023 PSU awards had a performance period that began January 1, 2023 and ended on December 31, 2025. The PSU payout opportunity ranged from 0% and 200% of the target award based on the Company’s level of achievement of the performance measures. The threshold, target and maximum performance levels and payouts associated with the 2023-2025 performance cycle are described below. The number of shares that vested pursuant to the 2023 PSU awards for each of Atmus’ NEOs is illustrated in the “Outstanding Equity Awards at 2025 Year-End” table.

  38. PSU Awards for the 2023 – 2025 Performance Cycle

    | | 2023 – 2025 PERFORMANCE CYCLE GOALS | | | | | Performance Measure | Weighting | Threshold (10% Payout) | Target (100% Payout) | Maximum (200% Payout) | | 3-year Adjusted EBITDA | 50% | $725.0 million | $850.0 million | $980.0 million | | 3-year average ROIC | 50% | 20% | 25% | 30% |

  39. PSU Awards for the 2023 – 2025 Performance Cycle

    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.

  40. 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. |

  41. Post-Employment Compensation

    Post-Employment Compensation Atmus’ severance policy is designed to be consistent with prevailing market practice and good governance guidelines. In addition, Atmus provides limited severance and change-in-control protection to promote leadership continuity and retention through its change of control severance policy. The policy covers Atmus’ leadership officers, including the NEOs. See additional details in the sections below titled “Potential Payments Upon Termination or Change of Control as of 2025 Year-End” and “Potential Payments Upon Termination of Employment Not in Connection With a Change of Control”.

  42. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The Summary Compensation Table and notes show all compensation paid to or earned by Atmus’ NEOs for 2025, under Atmus’ compensation programs and plans following full separation from Cummins. Compensation for 2023 and 2024 is generally under Atmus’ compensation programs and plans following the IPO. Compensation for 2023 prior to the IPO is generally under Cummins’ compensation programs and plans.

  43. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus (6) | 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 | 2025 | $912,500 | $- | $4,964,000 | $- | $1,073,125 | $- | $53,350 | $7,002,975 | | | 2024 | $856,250 | $- | $4,126,588 | $- | $985,890 | $- | $125,437 | $6,094,165 | | | 2023 | $684,201 | $- | $6,542,409 | $- | $1,182,371 | $325,586 | $48,933 | $8,783,500 | | Jack Kienzler SVP & Chief Financial Officer | 2025 | $520,000 | $- | $843,923 | $- | $364,000 | $- | $63,100 | $1,791,023 | | | 2024 | $498,750 | $- | $975,944 | $- | $346,270 | $- | $72,564 | $1,893,528 | | | 2023 | $408,563 | $64,688 | $1,419,425 | $- | $435,617 | $47,899 | $70,581 | $2,446,773 | | Laura Heltebran SVP, Chief Legal Officer & Corporate Secretary(5) | 2025 | $318,182 | $- | $1,341,348 | $- | $206,818 | $- | $135,842 | $2,002,189 | | | 2024 | $- | $- | $- | $- | $- | $- | $- | $- | | | 2023 | $- | $- | $- | $- | $- | $- | $- | $- | | Charles Masters SVP & President, Power Solutions | 2025 | $490,000 | $- | $546,057 | $- | $331,500 | $- | $50,530 | $1,418,087 | | | 2024 | $449,250 | $- | $520,822 | $- | $271,928 | $- | $78,196 | $1,320,196 | | | 2023 | $380,121 | $30,877 | $805,835 | $- | $341,050 | $56,739 | $18,297 | $1,632,919 | | Renee Swan SVP & Chief People Officer | 2025 | $416,000 | $- | $347,504 | $- | $249,600 | $- | $79,034 | $1,092,138 | | | 2024 | $412,000 | $- | $424,801 | $- | $237,200 | $- | $54,367 | $1,128,368 | | | 2023 | $153,030 | $122,640 | $1,335,801 | $- | $137,727 | $- | $7,868 | $1,757,066 |

  44. 2025 SUMMARY COMPENSATION TABLE

    (1)The Stock Awards column represents the grant date fair value, 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 2025 were made pursuant to the Atmus Omnibus Plan. The grant date fair value of equity awards made in 2025 assumes target payout on PSUs. (2)The amounts shown in this column for 2025 consist of payments that will be made in 2026 under Atmus’ Annual Bonus Plan for 2025 performance. The payments for each NEO from these sources are:

  45. 2025 SUMMARY COMPENSATION TABLE

    | Name of Officer | Annual Bonus Plan | Total | | Stephanie J. Disher | $1,073,125 | $1,073,125 | | Jack Kienzler | $364,000 | $364,000 | | Laura Heltebran | $206,818 | $206,818 | | Charles Masters | $331,500 | $331,500 | | Renee Swan | $249,600 | $249,600 |

  46. 2025 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:

  47. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

  48. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    | | | | 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) | | $107,313 | $1,073,125 | | $2,146,250 | | | | | | | | | | | PSUs (2) | 4/1/2025 | | | | | 9,338 | 93,384 | 186,768 | | | | | $3,474,819 | | | RSUs (3) | 4/1/2025 | | | | | | | | | 40,021 | | | $1,489,181 | | Jack Kienzler | Annual Incentive Plan (1) | | $36,400 | $364,000 | | $728,000 | | | | | | | | | | | PSUs (2) | 4/1/2025 | | | | | 1,588 | 15,876 | 31,752 | | | | | $590,746 | | | RSUs(3) | 4/1/2025 | | | | | | | | | 6,804 | | | $253,177 | | Laura Heltebran(3) | Annual Incentive Plan (1) | | $20,682 | | 206,818 | $413,636 | | | | | | | | | | | PSUs (2) | 5/13/2025 | | | | | 1,411 | 14,109 | 28,218 | | | | | $547,711 | | | RSUs(3)(4) | 5/13/2025 | | | | | | | | | 6,047 | | | $234,745 | | | RSUs(3)(4) | 5/13/2025 | | | | | | | | | 14,397 | | | $558,892 | | Charles Masters | Annual Incentive Plan (1) | | $33,150 | $331,500 | | $663,000 | | | | | | | | | | | PSUs (2) | 4/1/2025 | | | | | 1,027 | 10,273 | 20,546 | | | | | $382,258 | | | RSUs(3) | 4/1/2025 | | | | | | | | | 4,402 | | | $163,798 | | Renee Swan | Annual Incentive Plan (1) | | $24,960 | $249,600 | | $499,200 | | | | | | | | | | | PSUs (2) | 4/1/2025 | | | | | 654 | 6,537 | 13,074 | | | | | $243,242 | | | RSUs(3) | 4/1/2025 | | | | | | | | | 2,802 | | | $104,262 |

  49. GRANTS OF PLAN-BASED AWARDS TABLE FOR 2025

    (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. (2)Atmus granted PSUs for the 2025 – 2027 performance period. The number of PSUs earned for the 2025 – 2027 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’ 2025 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, 2028, subject to the terms of the Atmus Omnibus Plan. (4)Ms. Heltebran’s RSU grant includes RSUs issued in connection with Atmus’ annual long-term incentive program and a one-time equity award.

  50. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END The Atmus closing stock price of $51.91 on December 31, 2025 was used to calculate the values in the table below.

  51. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END

    | | | 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 | | | | | | | | | | Stephanie J. Disher | RSU Award (1) (2) | | | 40,021 | $2,077,490 | | | | | | | RSU Award (1) (3) | | | 38,174 | $1,981,612 | | | | | | | RSU Award (1) (4) | | | 126,103 | $6,546,007 | | | | | | | RSU Award (1) (5) | | | 40,288 | $2,091,350 | | | | | | | PSU Award (6) | | | | | | 93,384 | $4,847,563 | | | | PSU Award (7) | | | | | | 178,144 | $9,247,455 | | | | PSU Award (8) | | | 188,010 | $9,759,599 | | | | | | Jack Kienzler | RSU Award (1) (2) | | | 6,804 | $353,196 | | | | | | | RSU Award (1) (3) | | | 8,982 | $466,256 | | | | | | | RSU Award (1) (4) | | | 25,221 | $1,309,222 | | | | | | | RSU Award (1) (5) | | | 9,784 | $507,887 | | | | | | | PSU Award (6) | | | | | | 15,876 | $824,123 | | | | PSU Award (7) | | | | | | 41,916 | $2,175,860 | | | | PSU Award (8) | | | 45,660 | $2,370,211 | | | | | | Laura Heltebran | RSU Award (9) (10) | | | 20,444 | $1,061,248 | | | | | | | PSU Award (6) | | | | | | 14,109 | $732,398 | | | Charles Masters | RSU Award (1) (2) | | | 4,402 | $228,508 | | | | | | | RSU Award (1) (3) | | | 4,772 | $247,715 | | | | | | | RSU Award (1) (4) | | | 12,610 | $654,585 | | | | | | | RSU Award (1) (5) | | | 5,036 | $261,419 | | | | | | | PSU Award (6) | | | | | | 10,273 | $533,271 | | | | PSU Award (7) | | | | | | 22,268 | $1,155,932 | | | | PSU Award (8) | | | 23,502 | $1,219,989 | | | | | | Renee Swan | RSU Award (1) (2) | | | 2,802 | $145,452 | | | | | | | RSU Award (1) (3) | | | 3,930 | $204,006 | | | | | | | RSU Award (1) (4) (5) | | | 26,832 | $1,392,849 | | | | | | | PSU Award (6) | | | | | | 6,537 | $339,336 | | | | PSU Award (7) | | | | | | 18,338 | $951,926 | | | | PSU Award (8) | | | 20,596 | $1,069,138 | | | | |

  52. OUTSTANDING EQUITY AWARDS AT 2025 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, 2025 under the Atmus Omnibus Plan as a 2025 annual grant and vest on March 1, 2028. (3)These RSUs were granted on April 1, 2024 under the Atmus Omnibus Plan as a 2024 annual grant and vest on March 1, 2027. (4)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. (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 1, 2026. (6)These PSUs were granted on April 1, 2025 for the 2025 – 2027 performance period. The number of PSUs is represented at target payout and were tracking at 90%. The PSUs earned will be settled in shares in March 2028. (7)These PSUs were granted on April 1, 2024 for the 2024 – 2026 performance period. The number of PSUs is represented at maximum payout and were tracking at 120%. The PSUs earned will be settled in shares in March 2027. (8)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 maximum payout and were tracking at 180%. The PSUs earned will be settled in shares in March 2026. (9)These RSUs include both a 2025 annual equity award and a one time equity award, each granted on May 13, 2025 under the Atmus Omnibus Plan. The RSUs that are part of the annual equity award vest in full on March 1, 2028. RSUs granted as a one-time equity award vest in full on May 13, 2028. (10)These PSUs were granted on May 13, 2025 for the 2025–2027 performance period. The number of PSUs is represented at target payout and were tracking at 90%. The PSUs earned will be settled in shares in March 2028.

  53. Option Exercises and Stock Vested During 2025

    Option Exercises and Stock Vested During 2025

  54. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation None of Atmus’ NEOs have participated in any non-qualified deferred compensation plans prior to December 31, 2025.

  55. Potential Payments Upon Termination or Change of Control as of 2025 Year-End

    Potential Payments Upon Termination or Change of Control as of 2025 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.

  56. 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 without “cause” other than in connection with a change of control.

  57. Potential Payments Upon Change of Control or a Termination of Employment in Connection With a Change of Control

    Potential Payments Upon Change of Control or a Termination of Employment in Connection With a Change of Control The following narrative and tables summarize the arrangements under which payments may be made to Atmus’ NEOs in the event of a termination of employment in connection with a change of control.

  58. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, the ratio of the annual total compensation of Atmus’ CEO, Ms. Disher, to that of our median employee in 2025 is set forth in the table below. Ms. Disher’s compensation (as reported in the Summary Compensation Table) for 2025 was $7,002,975 and the annual total compensation of our median employee was $45,664, resulting in a CEO-to-median employee pay ratio of 153:1. The compensation amounts used to calculate the ratio are as follows:

  59. CEO Pay Ratio

    | 2025 Annual Total Compensation | | | Stephanie Disher | $7,002,975 | | Median Employee | $45,664 |

  60. CEO Pay Ratio

    The median employee was identified and the ratio was calculated in accordance with the methodology permitted under Item 402(u) of Regulation S-K, which implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. To identify the median employee, Atmus reviewed the 2025 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, 2025, which is consistent with the methodology permitted under the SEC regulations. 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 U.S. 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.

  61. 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.

  62. 2025 Pay vs. Performance Table

    2025 Pay vs. Performance Table

  63. 2025 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) | | | | 2025 | $7,002,975 | $14,713,923 | $1,575,859 | $2,552,936 | $241.69 | $178.23 | $207.40 | $353.50 | | 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 |

  64. 2025 Pay vs. Performance Table

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

  65. 2025 Pay vs. Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Stephanie Disher | Jack Kienzler, Laura Heltebran, Charles Masters, Renee Swan | | 2024 | Stephanie Disher | Jack Kienzler, Charles Masters, Renee Swan, Toni Hickey | | 2023 | Stephanie Disher | Jack Kienzler, Charles Masters, Renee Swan, Toni Hickey |

  66. 2025 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 on 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. 2025 Adjustments to Calculate Compensation Actually Paid PEO:

  67. 2025 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 | | 2025 | $7,002,975 | ($4,964,000) | $6,440,297 | $6,118,807 | $0 | $13,095 | $0 | $102,750 | $12,674,948 | $14,713,923 |

  68. 2025 Pay vs. Performance Table

    Average Non-PEO NEOs:

  69. 2025 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 | | 2025 | $1,575,859 | ($769,708) | $993,655 | $723,899 | $0 | $16,104 | $0 | $13,126 | $1,746,784 | $2,552,936 |

  70. 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 141.7% and the peer group achieved TSR of 78.2% from May 26, 2023, through December 31, 2025. •2025 CAP for both our PEO and our non-PEO NEOs is higher than Summary Compensation Table total compensation because our stock price increased 141.7%, and a significant proportion of PEO and non-PEO NEO pay is in the form of stock-based compensation. •Atmus’ 2025 net income increased to $207.4 million from $185.6 million in 2024. •Atmus’ 2025 Adjusted EBITDA increased to $353.5 million from $329.5 million in 2024. Adjusted EBITDA is the sole measure in our 2025 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.