Charles Masters
About Charles Masters
Charles E. Masters is Senior Vice President and President, Power Solutions at Atmus Filtration Technologies. He is 52 years old, with over two decades of global sales and operational leadership at Cummins and related ventures, including GM of Eaton Cummins Automated Transmission Technologies (2018–2021) and President, Cummins Western Canada (2016–2018). Masters holds a Bachelor of Commerce from the University of Alberta and an MBA from Harvard Business School . Company performance context during the latest reported period: Q3 2025 net sales grew 10.9% year over year to $448 million, with adjusted EBITDA of $92 million and a 20.4% adjusted EBITDA margin; 2025 guidance calls for revenue of $1,720–$1,745 million and adjusted EBITDA margin of 19.5–20.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cummins Filtration Inc. | Executive Director, Global Sales & Marketing | Various (since 2003) | Led global commercial organization supporting product innovation and financial performance |
| Eaton Cummins Automated Transmission Technologies | General Manager | 2018–2021 | Executed and integrated strategic partnerships to drive growth and profitability |
| Cummins Western Canada | President | 2016–2018 | Regional leadership for operational excellence and growth initiatives |
| Atmus Filtration Technologies | Vice President, Engine Products | 2023–2024 | Transitioned product leadership during and post-IPO separation from Cummins |
External Roles
No public company directorships or external board roles are disclosed in Atmus’ SEC filings for Masters .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $311,098 | $380,121 | $449,250 |
| Base Salary (annual setting, if disclosed) | — | $417,000 (post-IPO) | $460,000 (effective Apr 2024) |
| Target Bonus % of Salary | — | 50% | 60% |
| Actual Annual Bonus Paid (cash) | $30,350 | $341,050 (non-equity incentive under Atmus/Cummins programs) | $259,125 (Atmus Annual Bonus Plan) |
Notes:
- Annual bonus formula: base salary and eligible comp × target bonus % × corporate payout factor; 2024 plan measured solely on Adjusted EBITDA .
Performance Compensation
Long-Term Incentive Mix and Design
| Element | Mix | Metrics | Payout Range | Rationale |
|---|---|---|---|---|
| PSUs (3-year) | 70% of LTI | 50% 3-year cumulative Adjusted EBITDA; 50% 3-year average ROIC | 0–200% of target (0.1 increments) | Incentivizes profitable growth aligned with shareholder value |
| RSUs | 30% of LTI | Time-based vesting | N/A | Retention and alignment via equity ownership |
2024 Grants Detail (Atmus Omnibus Plan)
| Award Type | Grant Date | Target/Units | Grant-Date Fair Value ($) | Vesting / Settlement | Performance Metrics |
|---|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 4/1/2024 | 11,134 target units | $361,076 | Vests at end of performance period; settled at target if awards are cancelled in CIC, or full vest on double-trigger post-CIC | 50% Adjusted EBITDA; 50% ROIC |
| RSUs (annual LTI) | 4/1/2024 | 4,772 units | $154,756 | Time-based; settlement following vesting date of March 1, 2027 | N/A |
| RSUs (Converted Cummins “Cares” award) | 3/18/2024 | 186 units | $4,990 | Vests on original Cummins schedule post full separation | N/A |
| Total 2024 LTI Value | — | — | $515,832 | — | — |
Annual Bonus (2024)
| Metric | Weight | Target | Actual | Payout Mechanics | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | Not disclosed | $259,125 cash bonus | Payout factor applied (0–2.0) to target % × salary | Formula approved by TMCC annually |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 8,081 shares |
| Ownership Guidelines (role requirement) | 2× base salary for SVP & President, Power Solutions |
| Guideline Counting Rules | Includes shares owned outright plus value of unvested RSUs; hold-after-tax requirement until guidelines met |
| Pledging/Hedging | Prohibited for officers/directors; no pledging allowed |
| Options | No option awards reported for 2022–2024 in SCT |
| Vested vs Unvested | Individual breakdown not separately disclosed; RSU/PSU awards outstanding per LTI tables |
Insider Selling Pressure Considerations:
- Next major RSU vest is March 1, 2027 (4,772 units from 2024 LTI), which may align with potential liquidity events given prohibitions on pledging/hedging and guideline holding requirements .
Employment Terms
General Policy Highlights
| Provision | CEO | Other NEOs (incl. Masters) |
|---|---|---|
| CIC Severance Multiple | 3× salary + annual target bonus | 2× salary + annual target bonus |
| CIC Equity Treatment | If not continued/assumed/replaced: cash-out at target; if continued: full vest at target on termination without cause/for good reason within 24 months (double trigger) | |
| Excise Tax Gross-ups | None; “best net of taxes” cut-back provision | |
| Clawback Policy | Robust clawback beyond restatement scenarios | |
| Employment Contracts | Company states no separate employment contracts with executive officers |
Termination Scenarios (Estimated values as of 12/31/2024, $39.18 stock price)
| Scenario | Cash Severance | Annual Bonus | Benefits (Health/Outplacement/Financial Counseling) | Equity/Cash from LTI | Aggregate |
|---|---|---|---|---|---|
| Involuntary Not-for-Cause (non-CIC) | $460,000 | $276,000 | $58, - Health $37,649; Outplacement $5,310; Financial $15,000 | None accelerated | $793,959 |
| Death/Disability | — | — | — | PSUs/RSUs performance and service tranches per cycle; e.g., PSUs 2023–2025 $306,936; RSU Launch $494,060; others as listed | $1,321,761 |
| Change in Control (termination in connection) | Severance $1,472,000 | — | Health $75,299; Outplacement $10,620; Financial $30,000 | Unvested Restricted Stock $962,692; Unvested PSUs $943,063 (at target) | $3,493,674 |
Notes:
- CIC benefits operate on a double-trigger basis (termination without cause/for good reason within two years of CIC) .
- Non-CIC involuntary termination shows no accelerated or continued vesting of LTI .
Compensation Structure Analysis
- Pay mix and metrics: Annual bonus tied 100% to Adjusted EBITDA; LTI split 70% PSUs/30% RSUs, with ROIC and Adjusted EBITDA equally weighted over 3 years .
- Governance guardrails: No option repricing/backdating; double-trigger CIC; no excise tax gross-up; robust clawback; prohibition on pledging/hedging .
- Peer benchmarking: TMCC annually reviews peer group; in May 2024 removed Dorman Products and Enerflex and added Gorman-Rupp, ITT, and Standard Motor, maintaining market-referenced targets .
Say-On-Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2024 Say-on-Pay approval | ~94% approval; no changes made to 2024 exec compensation arrangements in response |
Compensation Peer Group (May 2024 update)
| Action | Companies |
|---|---|
| Removed | Dorman Products (DORM), Enerflex Ltd. (EFXT) |
| Added | Gorman-Rupp, ITT, Standard Motor |
| Representative peers (snapshot) | A.O. Smith (AOS), Chart (GTLS), Donaldson (DCI), EnPro (NPO), ESCO (ESE), Flowserve (FLS), Franklin Electric (FELE), Gates (GTES), Graco (GGG), Helios (HLIO), Kadant (KAI), IDEX (IEX), Nordson (NDSN), Pentair (PNR), RBC Bearings (RBC), SPX Technologies (SPX), Watts Water (WTS) |
Performance & Track Record
- Leadership experience: Over 20 years across Cummins businesses; led global sales/marketing; GM of Eaton Cummins; regional presidency roles .
- Company performance context: Q3 2025 net sales +10.9% YoY to $448M; adjusted EBITDA $92M; margin 20.4%; 2025 raised guidance for revenue to $1,720–$1,745M and adjusted EBITDA margin to 19.5–20.0% .
Employment Terms (Additional Governance)
- Stock ownership guidelines: 2× base salary for Masters’ role; compliance evaluated using current stock price and includes unvested RSU value .
- Pledging/hedging: Strictly prohibited .
- Committee independence: TMCC is independent and advised by outside independent consultant; compensation risks assessed annually .
Investment Implications
- Alignment and risk: Masters’ pay structure is heavily performance-oriented via PSUs/RSUs with ROIC and Adjusted EBITDA, and strict anti-pledging/hedging policy, which supports alignment but can concentrate liquidity around vest dates (notably March 1, 2027) .
- Retention and CIC economics: Double-trigger CIC with 2× salary+target bonus and full vesting at target on termination post-CIC creates balanced retention incentives; absence of tax gross-ups reduces shareholder-unfriendly optics .
- Ownership: Beneficial ownership of 8,081 shares is modest versus a 2× salary guideline; disclosure allows counting unvested RSUs, but compliance status is not specified—implying continued accumulation via LTI and hold requirements .
- Performance signals: Annual bonus solely on Adjusted EBITDA and raised company guidance point to operational focus; monitor PSU cycles (2024–2026) for payout factors and potential share deliveries as execution on ROIC and EBITDA drives realized compensation .