R. Edwin Bennett
About R. Edwin Bennett
R. Edwin Bennett is an independent director of Atmus Filtration Technologies, age 63, serving since 2022. He retired from Ernst & Young (EY) in September 2021 after a 38-year career, most recently as Vice Chair — Operations and Chief Operating Officer (2015–2021); prior roles included EY Deputy Vice Chair and Chief Operating Officer — Consulting Services. He is a CPA with a BS in Accounting (University of Georgia) and completed executive leadership programs at Kellogg and Harvard Business School; he advises Arkestro and previously advised ServiceNow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Vice Chair — Operations and Chief Operating Officer | 2015–2021 | Led global operations; deep accounting and cyber acumen; experience advising public companies |
| Ernst & Young (EY) | Deputy Vice Chair and Chief Operating Officer — Consulting Services | Not disclosed (prior to 2015) | Senior leadership driving consulting operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arkestro, Inc. | Strategic advisor; Executive Advisory Board member | Current | Focused on enhancing customer experiences, driving business value, and accelerating transformation |
| ServiceNow | Strategic advisor (prior) | Not disclosed | Prior advisory engagement; not a director role |
Board Governance
- Independence: The Board determined Bennett is independent under SEC and NYSE rules .
- Committees: Audit Committee member and Governance & Nominating Committee member; designated Audit Committee Financial Expert (Item 407(d)) and financially literate under NYSE rules .
- Committee meetings held in 2024: Audit (8), Governance (5) .
- Board meetings/attendance: Board met 7 times in 2024; each current director attended at least 75% of Board and committee meetings .
- Audit Committee Report: Bennett is one of three members recommending inclusion of audited 2024 financials in the 10-K .
- Election cycle: Bennett is nominated for a three-year term expiring in 2028; Board declassification proposal would phase in one-year terms starting 2026 and annual elections by 2028 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly in arrears |
| Committee chair premium | $0 | Applies only to chairs; premiums: Board Chair $100,000; Audit Chair $20,000 (from $15,000 in May 2024); TMCC Chair $15,000; Governance Chair $10,000 [he is not a chair] |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
| Deferred compensation | Eligible | Directors can elect to defer up to 100% of cash fees and up to 100% of stock compensation |
Director compensation actually earned (2024):
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| R. Edwin Bennett | 90,000 | 140,054 | 230,054 |
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual) | May 14, 2024 | 4,565 | $30.68 per share; target value $140,000 | One-year vesting | None; time-based vesting for directors |
- Methodology: RSU quantity based on 20-day average price ($30.67) prior to grant; fair value uses grant-day close ($30.68) .
- No option awards, PSUs, or performance-conditioned director equity disclosed for Bennett .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Bennett |
| TMCC interlocks | None between TMCC members and executive officers requiring disclosure under Exchange Act rules |
Expertise & Qualifications
- CPA; BS in Accounting (University of Georgia); executive programs at Kellogg and Harvard Business School .
- Attributes: Executive leadership, global experience, financial and accounting expertise, M&A/business development, spin-off experience, cybersecurity/technology innovation .
- Audit Committee Financial Expert designation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| R. Edwin Bennett | 12,815 | <1% |
- Ownership guidelines: Directors must hold shares equal to 5x cash retainer; new directors have 5 years to comply and must hold after-tax value of annual equity awards until guidelines are met .
- Hedging/pledging: Company prohibits hedging and pledging of Company stock .
- Section 16 compliance: Company believes directors and officers timely complied during 2024 .
Governance Assessment
-
Positive signals:
- Independent director with designated audit financial expert status; strong finance and operational credentials from EY .
- Active committee service on Audit and Governance; Audit Committee met 8 times in 2024; Board met 7 times with at least 75% attendance for each director .
- Director pay mix tilted to equity (~61% equity, ~39% cash based on 2024 amounts), RSUs with one-year vesting; stock ownership guideline (5x retainer) and prohibition on hedging/pledging enhance alignment .
- No TMCC interlocks or Bennett-specific related party transactions disclosed; Audit Committee reviews and approves related party transactions per policy .
-
Potential watch items:
- Director equity is time-based RSUs without explicit performance metrics, typical for boards but less performance-conditioned than NEO plans .
- No disclosure of personal attendance rate beyond ≥75%; continue monitoring future proxies for exact attendance and ownership guideline compliance status .
RED FLAGS: None observed in filings for Bennett (no pledging, no related-party transactions, no Form 4 compliance issues reported) .