Atmus Filtration Technologies Inc

For the period ended May 14, 2024. Filed Mar 27, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2024 · Filed Mar 27, 2024

ATMU$50.60+9.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant	x	Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Atmus Filtration Technologies Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

x	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Invitation to 2024 Annual Meeting of Stockholders
Dear Fellow Stockholder:We are pleased to invite you to join us, our Board of Directors, executive officers, associates and other stockholders at Atmus' 2024 Annual Meeting of Stockholders. The attached notice of our 2024 Annual Meeting of Stockholders and Proxy Statement, which we are providing to stockholders beginning on March 27, 2024, contain details of the stockholder business to be conducted at the meeting.
	Atmus is a global leader in filtration products for on-highway commercial vehicles and off-highway vehicles and equipment. We have a strong reputation and with over 65 years of experience we bring the track record and know-how of a well-established business coupled with the energy and spirit of a new company poised and ready to unlock profitable growth. Atmus was launched through the successful Initial Public Offering (IPO) of the company in May 2023. Since then, we have continued to build trust with all our stakeholders in our first year as a publicly traded company and we have made significant progress in creating our company and establishing the way we want to operate at Atmus.
2023 Highlights:
	Setting Atmus up as a fully independent company through our successful IPO and subsequent successful share exchange
	Implementing our growth strategy and delivering strong financial performance
	•Net sales in 2023 of $1,628 million, an increase of $66.0 million, 4.2% over 2022.•Expansion of margins by 300 bps to 18.6% adjusted EBITDA margin.•Strong cash flow and liquidity. Net debt to EBITDA of 1.4X leaving us well positioned to further execute our growth strategy.
	Executing a disciplined separation from Cummins
	•Well positioned to complete the separation of services from Cummins by the end of 2024. Progress in 2023 establishing independent distribution centers, technical centers, and standalone functions is aligned with our plan.
Ahead of our first Annual Meeting of Stockholders, we thank you in advance for voting and for your continued support of Atmus.
	Steph Disher	Steve Macadam
	Chief Executive Officer	Chair of the Board
For a reconciliation of non-GAAP performance measures to the most directly comparable financial measures calculated inaccordance with U.S. GAAP, see Appendix A.

Notice of 2024 Annual Meeting of Stockholders
		DATEMay 14, 2024TIME10:00 a.m. Central TimeRECORD DATEMarch 21, 2024VOTINGBY THE INTERNETVisit the website noted on your proxy card to vote onlineBY TELEPHONEUse the toll-free telephone number on your proxy card to vote by telephoneBY MAILSign, date, and return your proxy card in the enclosed envelope to vote by mail.
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of the Stockholders (the “Annual Meeting”) of Atmus Filtration Technologies Inc. will be held virtually on May 14, 2024, at 10:00 a.m. Central Time, at www.virtualshareholdermeeting.com/ATMU2024. The Annual Meeting will be held for the following purposes:
1	to elect the two director nominees named in the attached Proxy Statement to serve for three-year terms expiring in 2027;
2	to consider an advisory vote to approve the compensation of our named executive officers;
3	to consider an advisory vote to approve the frequency of stockholder advisory votes on the compensation of our named executive officers;
4	to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024; and
5	to transact any other business that may properly come before the meeting or any adjournment thereof.
The Annual Meeting, our first annual meeting as a standalone public company, will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe a virtual meeting allows broader access by our stockholders and other parties without restricting participation, while also reducing the environmental impact and cost of conducting the meeting.To attend and vote during the Annual Meeting, please visit www.virtualshareholdermeeting.com/ATMU2024 (the “Annual Meeting Website”) and enter the control number found on your proxy card or voting instruction form (the “Control Number”). You may vote your shares and submit your questions during the Annual Meeting by entering your Control Number and following the instructions that are also available on the Annual Meeting Website. Your vote is important to us. Even if you plan on attending the Annual Meeting, we urge you to vote and submit your proxy in advance using one of the methods described in the accompanying proxy materials. Only stockholders of record at the close of business on March 21, 2024, are entitled to notice of and to vote at the Annual Meeting.A notice of Internet availability of proxy materials, or a Proxy Statement, proxy card and Annual Report, are first being sent to stockholders on or about March 27, 2024.By Order of the Board of DirectorsToni Y. HickeyChief Legal Officer & Corporate Secretary

TABLE OF CONTENTS

6	Proxy Statement for 2024 Annual Meeting of Stockholders
7	PROXY STATEMENT SUMMARY AND HIGHLIGHTS
7	Meeting Information
7	Meeting Agenda and Voting Matters
8	Company Overview and Business Highlights
9	Our Director Nominees
9	Our Directors Continuing in Office
10	Board Independence and Diversity
10	Governance Highlights
11	Executive Compensation Highlights
12	ABOUT THE MEETING
15	Proposal 1 – Election of Directors
16	Diversity of Skills and Expertise
17	Nominees for Terms Ending in 2027
19	Directors Continuing in Office
24	CORPORATE GOVERNANCE
24	Director Independence
24	Board Composition
24	Board Leadership Structure
24	Board Risk Oversight
24	Board Diversity
25	Board Evaluation Process
25	Director Candidates and Nominations
25	Board and Committee Meetings
26	Compensation Committee Interlocks and Insider Participation
27	Communication with the Board of Directors
27	Code of Conduct
27	Corporate Governance Principles
27	Transactions with Related Parties
28	EXECUTIVE AND DIRECTOR COMPENSATION OF ATMUS
28	Compensation Discussion and Analysis
38	Compensation Tables
53	Director Compensation for 2023
55	Pay Versus Performance
57	Compensation Committee Report
58	Proposal 2 – Advisory Vote to Approve Executive Compensation
59	Proposal 3 – Advisory Vote on Frequency of the Advisory Vote on Executive Compensation
60	Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm
60	Pre-Approval of Audit and Non-Audit Services
60	Audit Fees, Audit-Related Fees and All Other Fees
61	Audit Committee Report
62	OTHER IMPORTANT INFORMATION
62	Equity Plan Compensation Information
62	Security Ownership of Certain Beneficial Owners, Directors and Management
62	Section 16(A) Beneficial Ownership Reporting Compliance
63	Stockholder Proposals
63	Reduce Duplicate Mailings
64	APPENDIX A

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