Atmus Filtration Technologies Inc.
For the period ended May 12, 2026. Filed Mar 30, 2026.
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May 12, 2026 · Filed Mar 30, 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 | ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| x | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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Invitation to 2026 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' 2026 Annual Meeting of Stockholders. The attached notice of our 2026 Annual Meeting of Stockholders and Proxy Statement, which we are providing to stockholders beginning on March 30, 2026, contain details of the stockholder business to be conducted at the meeting.
A Year of Strong Performance and Momentum at Atmus
2025 was a defining year for Atmus. We delivered strong performance in the face of challenging global markets, while completing our transition to full operational independence and advancing the strategy we set as a newly public company. These results are a direct reflection of our people – their expertise, dedication and relentless commitment to delivering premium, trusted filtration solutions to our customers every day.
What did we accomplish in 2025?
Delivered strong financial results and executed our growth strategy
· Delivered 5.7% organic growth in 2025, building on the momentum we created in our first full year as an independent public company, with the benefits of pricing actions and share gains more than offsetting market headwinds.· Disciplined execution led to reporting $353.5 million of Adjusted EBITDA, growth of 7.3% compared to prior year. This result reflects growth from our customer focus, cost reductions through the continued execution of our supply chain transformation and effective mitigation of tariffs by our team.· Delivered value to shareholders through a consistent and deliberate approach to capital allocation. We invested in growth, both organic and inorganic, as our priority. We returned $78 million to shareholders through dividends of $17 million and share repurchases of $61 million.
Expansion into Industrial Filtration
· Announced the definitive agreement to acquire Koch Filter in December 2025 and closed the acquisition in early January 2026. As part of this acquisition, we entered into an Amended and Restated $1.5 billion Credit Agreement. This acquisition marks a significant milestone for Atmus by establishing its industrial air filtration platform and providing access to an existing customer base across attractive and growing end markets, including commercial and industrial HVAC, data centers and power generation.
Completed our separation and transformed our supply chain
· Completed our multi-year separation from Cummins and achieved operational independence, gaining direct control of our systems, processes and global distribution network so we can serve customers with greater speed, reliability and consistency.· Continued our supply chain transformation, operating Atmus controlled distribution centers around the world that bring us closer to customers, improve product availability and reduce backorders.· These steps deliver on the third pillar of our strategy – transforming our supply chain – and strengthen our ability to deliver with excellence in any market environment.
| Invested in our people, culture and purpose | |
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| · In 2025, we continued to embed “The Atmus Way” – how we live and lead at Atmus – bringing our purpose, values and behaviors to life through the everyday actions of our people.· Achieved the milestone of two years without a serious injury and reduced recordable injuries by 35% to achieve a total recordable incident rate of 0.67, reflecting our Safety Motivated mindset and our value to show caring for one another. This achievement also reinforces just how much safety is embedded in our company culture.· Expanded leadership development through programs such as our Executive Development Program and Leadership Foundations and continued to build an inclusive culture and workplace for our employees around the world.· Published our first Sustainability Report highlighting the many ways our teams are creating a better future by protecting what is important for our people, our customers and our communities.· Our culture is anchored in our values – Build Trust. Be Inclusive. Have Courage. Show Caring. We believe this people-first mindset is essential to unlocking our full potential.Together, these achievements reflect disciplined execution of our strategy: growing share in first fit in our core markets, accelerating profitable growth in the aftermarket, transforming our supply chain and expanding into industrial filtration markets. We believe this clear strategy, combined with our strong culture and purpose, positions Atmus well for the years ahead. | |
| Our commitment to governance and shareholder engagement | |
| As we enter the first full year operating under our enhanced governance framework, we are demonstrating that shareholder input meaningfully shapes our direction. In our first year as an independent public company, investors expressed clear views regarding certain governance provisions. We took that feedback seriously and implemented thoughtful changes in year two to strengthen alignment and accountability. This year begins the transition to a fully declassified Board by 2028. We remain committed to evolving our governance practices in line with shareholder expectations and recognized best practices, reinforcing our focus on transparency, oversight and long-term value creation. | |
| On behalf of the Board of Directors and the entire Atmus leadership team, thank you for your continued investment in and support of Atmus. We are proud of what we accomplished together in 2025 and are energized by the opportunities ahead to continue creating a better future by protecting what is important. | |
| 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. | |
| DATEMay 12, 2026TIME8:30 a.m. Central TimeRECORD DATEMarch 23, 2026VOTINGBY 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 of 2026 Annual Meeting of Stockholders | |
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| NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) of Atmus Filtration Technologies Inc. will be held virtually on May 12, 2026, at 8:30 a.m. Central Time, at www.virtualshareholdermeeting.com/ATMU2026. The Annual Meeting will be held for the following purposes: | |
| 1 | to elect the four director nominees named in the attached Proxy Statement to serve for one-year terms expiring in 2027; |
| 2 | to consider an advisory vote to approve the compensation of our named executive officers; |
| 3 | to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026; and |
| 4 | to transact any other business that may properly come before the meeting or any adjournment thereof. |
| The Annual Meeting 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/ATMU2026 (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 23, 2026, 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 30, 2026.By Order of the Board of DirectorsLaura HeltebranSenior Vice President, Chief Legal Officer & Corporate Secretary | |
TABLE OF CONTENTS
| 7 | Proxy Statement for 2026 Annual Meeting of Stockholders |
| 8 | PROXY STATEMENT SUMMARY AND HIGHLIGHTS |
| 8 | Meeting Information |
| 8 | Meeting Agenda and Voting Matters |
| 9 | 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 |
| 13 | ABOUT THE MEETING |
| 16 | Proposal 1 – Election of Directors |
| 17 | Diversity of Skills and Expertise |
| 18 | Nominees for Terms Ending in 2027 |
| 18 | Directors Continuing in Office |
| 26 | CORPORATE GOVERNANCE |
| 26 | Director Independence |
| 26 | Board Composition |
| 26 | Board Leadership Structure |
| 26 | Board Risk Oversight |
| 27 | Board Diversity |
| 27 | Board Evaluation Process |
| 27 | Director Candidates and Nominations |
| 27 | Board and Committee Meetings |
| 28 | Talent Management and Compensation Committee Interlocks and Insider Participation |
| 27 | Communication with the Board of Directors |
| 29 | Code of Conduct |
| 29 | Corporate Governance Principles |
| 29 | Transactions with Related Parties |
| 30 | EXECUTIVE AND DIRECTOR COMPENSATION |
| 30 | Board of Director Compensation for 2025 |
| 31 | Compensation Discussion and Analysis |
| 42 | Compensation Tables |
| 53 | Pay Versus Performance |
| 56 | Talent Management and Compensation Committee Report |
| 57 | Proposal 2 – Advisory Vote to Approve Executive Compensation |
| 58 | AUDIT |
| 58 | Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm |
| 58 | Pre-Approval of Audit and Non-Audit Services |
| 58 | Audit Fees, Audit-Related Fees and All Other Fees |
| 59 | Audit Committee Report |
| 60 | OTHER IMPORTANT INFORMATION |
| 60 | Equity Plan Compensation Information |
| 60 | Security Ownership of Certain Beneficial Owners, Directors and Management |
| 61 | Section 16(A) Beneficial Ownership Reporting Compliance |
| 62 | Stockholder Proposals |
| 62 | Reduce Duplicate Mailings |
| 63 | APPENDIX A |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.