Atmus Filtration Technologies (ATMU) Proxy Filing summary

Executive summary

• Achieved full independence from Cummins in 2024, completing a share exchange and establishing a majority-independent board.

• Revenue grew 2.5% to $1,670M, with adjusted EBITDA of $330M and net income of $185.6M.

• Outperformed S&P 500 and S&P 500 Industrial benchmarks in total shareholder return.

• Improved supply chain efficiency, controlling 95% of distribution and increasing gross margin by 110 basis points.

• Continued investment in company culture and core values.

Voting matters and shareholder proposals

• Election of two director nominees for three-year terms expiring in 2028.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Amendments to declassify the board, eliminate supermajority voting, and remove legacy parent provisions.

Board of directors and corporate governance

• Board now consists of 6 out of 7 independent directors, with strong gender and ethnic diversity.

• Board committees (Audit, Governance, Talent Management and Compensation) are fully independent.

• Proposals to declassify the board and phase in annual director elections by 2028.

• Board leadership structure separates Chair and CEO roles.

• Annual board and committee self-evaluations and robust director nomination process.