ATMUS FILTRATION TECHNOLOGIES INC (ATMU)
Sector: Industrials
2026 Annual Meeting Analysis
ATMUS FILTRATION TECHNOLOGIES INC · Meeting: May 12, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the four director nominees to serve for a one-year term expiring in 2027
CEO and director since 2022; ATMU's 3-year total return of 155.5% outperforms the compensation peer group median by +95.5 percentage points, far exceeding the 65pp threshold required to trigger an against vote, and no overboarding, attendance, or independence concerns apply.
Independent director since 2024 with relevant executive and international business experience; ATMU's strong stock outperformance means the TSR trigger does not apply, and no overboarding, attendance, or independence concerns are present.
Appointed February 2026 and therefore within the 24-month new-director exemption from the TSR trigger; brings relevant CEO-level industrial manufacturing and global operations experience, and no other policy concerns apply.
Independent director since 2024 with strong finance and M&A credentials; ATMU's peer-group outperformance clears the TSR threshold by a wide margin, and his current board seats at Wabash National and Ball Corporation do not exceed the four-seat overboarding limit for non-executive directors.
All four nominees receive a FOR vote; ATMU's 3-year total return of 155.5% outperforms the compensation peer group median by +95.5 percentage points, well above the 65pp trigger threshold applicable to strong-positive TSR, no director is overboarded, all attended at least 75% of meetings in 2025, and the board discloses a skills matrix with clear financial and operational expertise across the slate.
Say on Pay
✓ FORCEO
Stephanie J. Disher
Total Comp
$7,002,975
Prior Support
97%%
CEO total compensation of approximately $7.0 million is reasonable for a $4.5B market cap industrial company and falls within acceptable benchmarks for the title and sector; the pay program is heavily performance-based, with 87% of the CEO's target pay in variable/at-risk components (annual bonus tied to Adjusted EBITDA and long-term performance stock awards tied to 3-year cumulative Adjusted EBITDA and ROIC), well above the 50-60% minimum threshold. ATMU's stock has returned 155.5% over three years, substantially outperforming the compensation peer group median of 60%, so above-benchmark incentive pay is clearly justified by shareholder returns; the company also has a robust clawback policy and received 97% shareholder support on last year's say-on-pay vote, reflecting strong alignment between pay and performance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
5 yrs
Audit Fees
$3,239,122
Non-Audit Fees
$51,331
Non-audit fees (Tax Fees of $49,331 plus All Other Fees of $2,000 = $51,331) represent approximately 1.6% of audit fees of $3,239,122, well below the 50% threshold that would raise independence concerns; PwC has served since 2021 (approximately 5 years), far below the 25-year tenure trigger; no material restatements are disclosed; and PwC is a Big 4 firm appropriate for a $4.5B market cap company.
Overall Assessment
The 2026 ATMU annual meeting ballot contains three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive a FOR vote under this policy. ATMU's exceptional 3-year stock performance, disciplined pay-for-performance compensation structure, clean auditor fee profile, and strong governance framework (including a declassification roadmap and robust clawback policy) leave no policy triggers unresolved across the entire ballot.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing