Atmus Filtration Technologies Inc
For the period ended May 13, 2025. Filed Apr 2, 2025.
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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 13, 2025 · Filed Apr 2, 2025
Contents
Pay Versus Performance
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.
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 |
(1)The PEO and Non-PEO NEOs included in the above compensation columns reflect the following:
| 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 |
(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:
| 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 |
Average Non-PEO NEOs:
| 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 |
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.
Tabular List of Performance Measures
The table below lists our most important performance measures used to link CAP for our NEOs to Atmus performance over the fiscal year ending December 31, 2024. These measures are used to determine payouts for our annual bonus and for our long-term incentive PSUs. We list only two financial performance measures in the table below because, during 2024, we used only two such measures to link CAP for our NEOs to Atmus performance. For more information on our incentive plan measures and goals, refer to the section titled “Compensation Discussion and Analysis.” The performance measures included in this table are not ranked by relative importance.
Most Important Metrics
Adjusted EBITDA
ROIC
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