Diego Donoso
About Diego Donoso
Independent director of Atmus Filtration Technologies since 2024; age 58. Retired President of Dow’s Packaging & Specialty Plastics segment, with >30 years at Dow across Latin America, Europe, Japan/Korea, and the U.S. He holds a B.S. in Marketing and International Business from Babson College. At Atmus, he serves on the Audit Committee and the Governance & Nominating Committee, and the Board has formally determined he is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | President, Packaging & Specialty Plastics (Hydrocarbons and Packaging & Specialty Plastics businesses) | 2012–Apr 2023 | Led a major operating segment; global leadership and business development experience |
| Dow Inc. | President, Dow Japan & Korea (Tokyo) | 2010–2012 | Regional leadership; international operations |
| Dow Inc. | Various business and commercial leadership roles (Resins & Plastics) in Latin America and Europe | ~20 years prior to 2010 | Broad commercial leadership; international market experience |
External Roles
| Company | Role | Since | Committee Assignments |
|---|---|---|---|
| GrafTech International Ltd. (NYSE: EAF) | Director | 2023 | Audit Committee member |
Board Governance
- Independence: The Board determined Diego Donoso is independent under SEC and NYSE rules .
- Committee memberships: Audit Committee; Governance & Nominating Committee .
- Committee activity (2024): Audit (8 meetings), TMCC (7 meetings), Governance (5 meetings); each current director attended ≥75% of Board and applicable committee meetings in 2024 .
- Board leadership and structure: Non-executive independent Chair (Stephen Macadam); proposals to declassify the Board and eliminate supermajority voting (shareholder-aligned governance trajectory) .
Fixed Compensation
| Component | Standard Structure (2024) | Diego Donoso – Actual 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | $56,250 | Prorated for partial-year service starting March 2024 |
| Committee chair fees | Audit: $20,000; TMCC: $15,000; Governance: $10,000 | $0 | Not a committee chair in 2024 |
| Board Chair premium | $100,000 | $0 | Not Board Chair |
| Deferred comp eligibility | Up to 100% of cash and stock comp may be deferred | Eligible | Director deferred compensation plan available |
Performance Compensation
| Equity Award | Grant Date | Shares | Valuation Basis | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual RSU grant | May 14, 2024 | 4,565 | Closing price $30.68; target value methodology used 20-day avg $30.67 | $140,054 | One-year vesting |
| Interim RSU grant (partial service) | Mar 18, 2024 | 627 | Closing price $26.83; target value $15,000 based on 20-day avg $23.91 | $16,823 (627 × $26.83) [disclosed total stock awards $156,877] | One-year vesting |
Performance metrics tied to director equity: None disclosed (director RSUs are time-based; no performance conditions) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | GrafTech International Ltd. (Audit Committee) |
| Compensation committee interlocks | None disclosed for Atmus’ TMCC (no interlocking relationships requiring disclosure) |
| Shared directorships with competitors/suppliers/customers | None disclosed in the proxy; Audit Committee approves related-party transactions per policy |
Expertise & Qualifications
- Executive leadership across global materials/industrial businesses; public company board experience; financial and accounting literacy; M&A/business development; dealer/distributor exposure .
- Education: B.S. in Marketing and International Business (Babson College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Diego Donoso | 5,192 | ~0.006% (5,192 / 82,663,925) | Outstanding shares as of Mar 26, 2025: 82,663,925 |
| Director ownership guidelines | Required to hold shares valued at 5× cash retainer; 5-year compliance window for new directors; must hold after-tax value of shares until compliant | Applies to all directors | Hedging and pledging of company stock prohibited |
No disclosure of pledged shares for directors; pledging is prohibited by policy .
Governance Assessment
- Board effectiveness: Independent director with deep global operations and financial oversight experience; active on Audit and Governance committees—key for risk oversight (including cybersecurity) and nominations/evaluations .
- Independence and attendance: Independent; met the ≥75% attendance threshold; Audit Committee membership signals engagement on controls, cybersecurity, and related-party review .
- Alignment and incentives: Director pay mix is balanced (cash retainer + time-based RSUs); ownership guidelines (5× retainer) and anti-hedging/pledging policy support alignment; eligible to defer comp .
- Shareholder-friendly governance: Board pursuing declassification and eliminating supermajority provisions; robust clawback and stock ownership policies; strong say-on-pay support (94% in 2024) indicating investor confidence in compensation governance .
- Conflicts and red flags: No TMCC interlocks; related-party oversight centralized in Audit Committee; no director-specific related-party transactions disclosed for Diego; hedging/pledging prohibited. No specific red flags identified in the proxy regarding Diego .