Sector: Industrials
ATMUS FILTRATION TECHNOLOGIES INC · Meeting: May 12, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and director since 2022; ATMU's 3-year price return of 164.5% outperforms the compensation peer group median by +95.9 percentage points, well above the 50pp threshold for a strong-positive TSR company, so no TSR trigger applies; no overboarding, attendance, or independence concerns.
Independent director since 2024 with relevant executive leadership and global experience; ATMU's strong outperformance versus peers means no TSR trigger applies; no overboarding, attendance, or independence concerns.
Appointed February 2026, well within the 24-month new-director exemption from the TSR trigger; brings relevant CEO and manufacturing experience; no overboarding, attendance, or independence concerns.
Independent director since 2024 with extensive financial and M&A experience; ATMU's strong outperformance versus peers means no TSR trigger applies; holds three current public board seats (ATMU, WNC, BALL), which is below the four-seat overboarding threshold.
All four nominees pass the TSR performance screen — ATMU's 3-year total return of 164.5% outperforms the peer group median by +95.9 percentage points, far exceeding the 50pp trigger threshold for a strong-positive TSR company. No overboarding, independence, attendance, or qualification concerns were identified for any nominee. Heath Sharp is exempt from the TSR trigger as a director appointed within the past 24 months.
CEO
Stephanie J. Disher
Total Comp
$7,002,975
Prior Support
97%%
CEO total compensation of approximately $7.0 million is reasonable for a $4.6 billion industrial company and is supported by 97% shareholder approval at the prior annual meeting. The pay structure is strongly performance-oriented — roughly 87% of the CEO's target pay is variable (annual bonus plus long-term equity awards), well above the 50-60% minimum required by policy, with no fixed-pay dominance concerns. Incentive pay is tied to clear, multi-year financial metrics (Adjusted EBITDA and Return on Invested Capital), and ATMU's stock has substantially outperformed its compensation peers over three years (+164.5% vs. peer median of +68.6%), confirming that above-target incentive pay is aligned with strong shareholder outcomes. The company also maintains a robust clawback policy that meets Dodd-Frank requirements.
Auditor
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 ($3,239,122), far below the 50% independence threshold; PwC has served since 2021 (approximately 5 years), well below the 25-year tenure concern level; no material restatements were identified; PwC is a Big 4 firm appropriate for a $4.6B market-cap company.
The 2026 ATMU annual meeting ballot is straightforward and governance-friendly: the company has delivered exceptional shareholder returns over three years, all four director nominees pass performance and qualification screens, executive pay is heavily performance-linked with strong prior shareholder support, and the auditor relationship presents no independence or tenure concerns. All four proposals warrant a FOR vote under the policy.
20 companies disclosed in 2026 proxy filing
