Renee Swan
About Renee Swan
Renee Swan is Senior Vice President & Chief People Officer at Atmus Filtration Technologies. She joined Atmus on August 14, 2023 after serving as VP of Human Resources for L3Harris’ Communication Systems segment and earlier HR roles at Kennametal, Honeywell, and Eaton; her education includes an MPS in Human Resource Management (Cornell), MBA (Point Park University), and BA in Communications (University of Pittsburgh). As of February 14, 2024 she was 43 years old; tenure at Atmus dates from August 14, 2023 . Company performance during her tenure includes FY2024 net sales of $1,669.6 million vs. $1,628.1 million in FY2023 and Adjusted EBITDA of $329.5 million vs. $302.3 million; Pay vs. Performance disclosure shows an initial fixed $100 investment in Atmus shares valued at $181.50 in 2024 vs. $108.50 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L3Harris Technologies (Communication Systems segment) | Vice President of Human Resources | Not disclosed | Senior HR leadership for a major defense/communications business |
| Kennametal | HR roles | Not disclosed | Progressive HR responsibilities |
| Honeywell International | HR roles | Not disclosed | Progressive HR responsibilities |
| Eaton Corporation | HR roles | Not disclosed | Progressive HR responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $153,030 | $412,000 |
| Target Bonus (% of Salary) | 50% | 60% |
| Actual Annual Bonus Paid ($) | $137,727 | $237,200 |
| Stock Awards – Grant Date Fair Value ($) | $1,335,801 | $424,801 |
| All Other Compensation ($) | $7,868 | $54,367 |
Notes:
- 2024 annual salaries approved in April 2024; Swan’s base increased to $416,000, with target bonus rising to 60% of salary .
- Annual bonus plan is 100% based on Adjusted EBITDA; the 2024 payout factor was 100% of target .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Adjusted EBITDA | 100% | $325.0m | $329.5m | 100% factor; $237,200 paid | Cash, paid post-year |
| PSUs (2024–2026 cycle) | 3-year cumulative Adjusted EBITDA | 50% | Target 9,169 PSUs; Threshold 917; Max 18,338 | Earned at cycle end | 0–200% of target | End of 3-year period; at target if CoC and not assumed |
| PSUs (2024–2026 cycle) | 3-year average ROIC | 50% | Included in same award | Earned at cycle end | 0–200% of target | End of 3-year period; at target if CoC and not assumed |
| RSUs (2024 annual grant) | Service-based | — | 3,930 RSUs | — | — | Vests March 1, 2027 |
| RSUs (2023 off-cycle grant) | Service-based | — | 12,610 RSUs | — | — | Vests 50% May 30, 2026; 50% May 30, 2027 |
| RSUs (2023 annual LTI) | Service-based | — | 4,414 RSUs | — | — | Vests March 15, 2026 |
| RSUs (2023 sign-on grant) | Service-based | — | 19,616 RSUs | — | — | Not explicitly disclosed; present in awards and severance schedules |
Program structure:
- 2024 LTI mix: 70% PSUs, 30% RSUs; PSU payout range 10%–200% of target; RSUs vest on a time schedule .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 9,808 shares; less than 1% of class |
| Stock Ownership Guideline | Chief People Officer: 2x base salary; includes owned shares and value of unvested RSUs; must hold after-tax shares until compliant |
| Hedging/Pledging | Prohibited for officers and directors |
| Compliance Status | Not disclosed |
Unvested/Unearned Awards at December 31, 2024 (valued at $39.18/share):
| Award | Shares/Units | Market/Payout Value ($) |
|---|---|---|
| RSU 2024 annual grant | 3,930 | $153,977 |
| RSU 2023 annual LTI | 4,414 | $172,941 |
| RSU 2023 off-cycle grant | 12,610 | $494,060 |
| RSU 2023 sign-on grant | 19,616 | $768,555 |
| PSU (Award 8) | 11,920 target | $467,026 |
| PSU (Award 9) | 20,596 target | $806,951 |
Employment Terms
| Scenario | Cash Severance | Bonus Component | Health/Outplacement/Financial Counseling | Equity Vesting | Aggregate Payments |
|---|---|---|---|---|---|
| Involuntary Not-for-Cause Termination | $416,000 | $249,600 | $37,649 / $5,310 / $15,000 | No acceleration | $723,559 |
| Death or Disability | — | — | — | Partial acceleration of PSUs/RSUs per cycle completion fractions | $2,010,105 |
Change-of-Control policy (double-trigger):
- For NEOs other than CEO: severance equal to 2x salary + 2x annual target bonus plus health, outplacement, and financial counseling; equity accelerates at target if not assumed/continued, or vests on termination without cause/for good reason within 24 months post-CoC; no excise tax gross-ups, “best net-of-tax” cutback approach . Illustrative CoC termination amounts for Swan: Severance $1,331,200; Unvested RSUs $1,589,533; Unvested PSUs $762,717; benefits as listed; aggregate $3,799,369 (assuming $39.18/share and termination on 12/31/2024) .
Other governance protections:
- Robust clawback policy applicable to senior executives’ incentive awards .
Compensation Structure Analysis
- Mix and leverage: 2024 program emphasizes at-risk pay via 100%-Adjusted EBITDA annual bonus and a 70% PSU / 30% RSU LTI mix, tying Swan’s incentives directly to profitability and capital efficiency (ROIC) .
- Targets and difficulty: 2024 Adjusted EBITDA target set at $325m with threshold at 85% and max at 115%; actual $329.5m delivered a 100% payout, indicating calibration around AOP with moderate outperformance .
- Peer benchmarking and governance: TMCC refreshed the comp peer group in May 2024; pay decisions reference market medians; independent consultants engaged (Farient through July 2024; Pay Governance thereafter) .
- Say-on-Pay support: 94% approval in 2024 suggests shareholder acceptance of pay design .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($mm) | $1,628.1 | $1,669.6 |
| Adjusted EBITDA ($mm) | $302.3 | $329.5 |
| TSR – Value of $100 Initial Investment | $108.50 | $181.50 |
Observations:
- FY2024 net sales and Adjusted EBITDA expanded year over year, with Adjusted EBITDA margin rising to 19.7% (vs. 18.6% in 2023) .
- TSR metrics indicate substantial appreciation from IPO to year-end 2024 per Pay vs. Performance disclosure .
Investment Implications
- Alignment and retention: Significant unvested RSUs and PSUs with vesting across March 2026, May 2026/2027, and March 2027 suggest strong retention hooks and alignment to multi-year performance (Adjusted EBITDA and ROIC). Expect settlement-related share withholding around vest dates, but pledging/hedging prohibitions mitigate misalignment risk .
- Pay-for-performance: Annual bonus payout precisely tracked Adjusted EBITDA achievement; LTI metrics balance growth and returns, reinforcing value-creation focus as the company matures post-IPO .
- Change-of-control economics: Double-trigger protection and equity treatment at target if awards are not continued provide stability but limit windfalls; no tax gross-ups is shareholder-friendly .
- Ownership: Direct beneficial ownership is modest at 9,808 shares versus a 2x salary ownership guideline; compliance status not disclosed, but guideline rules include unvested RSUs toward compliance, supporting alignment for newer executives .