Laura Heltebran
Senior Vice President, Chief Legal Officer & Corporate Secretary at Atmus Filtration Technologies
Executive
About Laura Heltebran
Laura Heltebran, age 60, was appointed Senior Vice President, Chief Legal Officer & Corporate Secretary of Atmus Filtration Technologies effective May 13, 2025 . She previously served as EVP, Chief Legal Officer & Corporate Secretary at Wheels Up, leading its NYSE IPO in 2021; earlier roles include Senior Vice President & Deputy General Counsel at Hilton Worldwide and legal leadership positions at Hewlett Packard Enterprise, MCI Telecommunications, and Computer Sciences Corporation (now DXC Technology) . She holds a bachelor’s degree from George Mason University and a JD from the Antonin Scalia Law School at George Mason University; she earned NACD Directorship Certification and is a member of the 2022 DirectWomen Board Institute class . At Atmus, variable compensation is tied to Adjusted EBITDA (annual bonus) and a 3‑year mix of cumulative Adjusted EBITDA and average ROIC (PSUs), reinforcing pay-for-performance and long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wheels Up (NYSE: UP) | EVP, Chief Legal Officer & Corporate Secretary | Not disclosed | Led company through NYSE IPO in 2021; Board engagement |
| Hilton Worldwide | Senior Vice President & Deputy General Counsel | Not disclosed | Senior legal leadership in global hospitality; governance support |
| Hewlett Packard Enterprise | Legal leadership roles | Not disclosed | Progressive leadership across technology industry |
| MCI Telecommunications Corporation | Legal leadership roles | Not disclosed | Telecom sector legal leadership |
| Computer Sciences Corporation (now DXC Technology) | Legal leadership roles | Not disclosed | Enterprise services sector legal leadership |
External Roles
| Organization | Role/Program | Years | Notes |
|---|---|---|---|
| National Association of Corporate Directors (NACD) | Directorship Certification | 2025 (earned earlier this year) | Professional board governance credential |
| DirectWomen Board Institute | Member of class of 2022 | 2022 | Board readiness and governance program |
| Women Leading in Travel & Hospitality | Advisory Board Member | Not disclosed | Industry advisory role |
Fixed Compensation
| Component | Value | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $500,000 | May 13, 2025 | As disclosed in Item 5.02 8-K |
| Target Annual Bonus | 65% of base salary | May 13, 2025 | Cash bonus target; plan metric is 100% Adjusted EBITDA |
| Target Annual LTI Award | $700,000 | May 13, 2025 | Equity-based; Atmus mix: RSUs 30% / PSUs 70% |
| One-time LTI Award (Target) | $500,000 | May 13, 2025 | Sign-on retention equity |
| Benefits & Perquisites | Company-paid financial counseling, supplemental disability, executive physical examinations | Ongoing | Standard officer perquisites; not a major element of compensation |
Performance Compensation
| Element | Metric | Weighting | Target Setting | Payout Range | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Adjusted EBITDA | 100% | TMCC-approved annual budget levels | 0%–200% of target via payout factor | Annual cash payout post-audit |
| PSUs (3-year LTI) | Cumulative Adjusted EBITDA | 50% | TMCC sets 3-year goals; exclusions may apply for unusual items | 0%–200% of target | Cliff vest at end of performance period |
| PSUs (3-year LTI) | Average ROIC | 50% | TMCC sets 3-year goals | 0%–200% of target | Cliff vest at end of performance period |
| RSUs (LTI) | Service-based | 30% of LTI mix | N/A | N/A | Settled in Atmus shares per Omnibus Plan; vesting per grant terms |
| Clawback | Incentive-based comp | N/A | SEC/NYSE compliant recoupment | Applies upon qualifying restatement | Policy implemented for executives |
Notes: The annual plan ties payouts to Adjusted EBITDA with capped upside to discourage excessive risk-taking, and long-term PSUs balance profitable growth (EBITDA) with capital efficiency (ROIC) over a 3‑year horizon .
Equity Ownership & Alignment
- Stock ownership guidelines apply to officers; shares owned outright and unvested RSUs count toward compliance; officers must hold after-tax shares until guidelines are met. Role-specific multiples disclosed for certain roles (e.g., CEO 5x salary; CFO 3x; SVP roles 2x). CLO role multiple not specifically enumerated in the proxy; officers are covered by guidelines broadly .
- Hedging and pledging of Company stock are prohibited for officers and directors; no arrangements that use Atmus securities as collateral are permitted .
- Clawback policy: incentive-based compensation subject to recoupment upon qualifying accounting restatements .
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Appointment | Effective May 13, 2025 | SVP, Chief Legal Officer & Corporate Secretary |
| Employment Contracts | None | Atmus does not have separate employment contracts with executive officers; no guaranteed salary increases, bonuses, or equity grants |
| Change-in-Control Severance | Double trigger; leadership officers covered | If terminated without cause or for good reason within 60 days before or two years after a change in control: CEO 3x salary+target bonus; other NEOs/leaders 2x salary+target bonus; health insurance, outplacement, financial counseling benefits. Equity accelerates at target if awards don’t continue post-CIC; if continued, full vest at target upon qualifying termination within two years post-CIC |
| Tax Gross-ups | None | No excise tax gross-ups; “best-net” cutback or pay-in-full methodology applied |
| Governance & Oversight | TMCC oversight; independent consultants | TMCC engaged Farient Advisors until July 2024, then Pay Governance; independence affirmed; TMCC conducts annual compensation risk assessment |
| Say-on-Pay | 94% approval (2024) | Strong shareholder support; no changes made to 2024 arrangements |
Performance & Track Record
- Wheels Up: Led company through NYSE IPO (2021), indicating capital markets and governance execution experience in a regulated environment .
- Prior senior legal leadership across Hilton, HPE, MCI, and CSC/DXC underscores broad industry coverage and corporate governance depth .
Investment Implications
- Alignment and retention: The mix of base ($500k), 65% bonus target tied to Adjusted EBITDA, and significant equity ($700k annual LTI; $500k one-time LTI) suggests high at-risk pay and multi-year equity that promotes retention and long-term alignment; clawback, hedging/pledging bans, and ownership guidelines mitigate misalignment risk .
- CIC economics: Double-trigger severance and target-level equity vesting in a change-in-control context reduce disruption risk while capping windfalls (no tax gross-ups), supportive of shareholder-friendly governance .
- Execution signals: Legal leadership through an IPO and multi-industry tenure may enhance compliance, risk management, and transactional execution at Atmus, a positive for governance-sensitive investors .
- Trading watchpoints: As a recent appointee, no beneficial ownership disclosure for Heltebran appears in the March 17, 2025 table; anti-pledging and holding requirements reduce near-term selling pressure risk. Monitor future Form 4 filings for equity grant sizing, vesting cadence, and any sale activity as awards vest over time .