Stephanie J. Disher
About Stephanie J. Disher
Stephanie J. “Steph” Disher is CEO of Atmus Filtration Technologies and a Director (age 49; Director since 2022). She led Atmus’ May 2023 IPO after senior roles at Cummins (President, Cummins Filtration; Vice President; Managing Director, South Pacific) and previously spent 13 years in senior leadership at BP. She holds a B.Comm (University of Western Sydney) and MBA (University of Melbourne). In Feb 2025, she joined IDEX Corporation’s board (Nominating & Corporate Governance Committee) . Under her leadership, Atmus delivered TSR of 81.5% from May 26, 2023 to Dec 31, 2024, grew revenue 2.5% in 2024, increased net income and Adjusted EBITDA, and outperformed industrial benchmarks on cumulative TSR in 2024 .
| Performance Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($MM) | $1,628.0 | $1,669.6 |
| Net Income ($MM) | $171.3 | $185.6 |
| Adjusted EBITDA ($MM) | $302.3 | $329.5 |
| Cumulative TSR (from 5/26/23) | $108.50 per $100 invested | $181.50 per $100 invested |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cummins Inc. / Cummins Filtration | Vice President; President, Cummins Filtration; Managing Director, South Pacific (joined 2013) | 2013–2023 (joined 2013; led through IPO period) | Led Cummins Filtration and spin-off execution; global operations and distributor expertise |
| BP plc | Senior leadership roles | 13 years prior to 2013 | Energy sector leadership; commercial and finance depth |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| IDEX Corporation (NYSE: IEX) | Independent Director | Appointed Feb 2025 | Nominating & Corporate Governance Committee |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $800,000 | $875,000 |
| Target Bonus (% of Salary) | 100% | 110% |
| Annual Bonus Paid (ABP) ($) | — | $921,875 |
| Legacy Performance Cash from Cummins ($) | — | $64,015 |
| CEO Pay Ratio (vs median employee) | — | 175x (CEO $6,094,165; Median $34,777) |
Performance Compensation
- LTI design: 70% PSUs (3-yr), 30% RSUs; PSU metrics: 50% cumulative 3-yr Adjusted EBITDA and 50% 3-yr average ROIC; payout 0–200% of target .
Annual Bonus Plan (2024)
| Measure | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | $276.9 (85%) | $325.0 (100%) | $373.1 (115%) | $329.5 | 100% |
2024 Grants (CEO)
| Instrument | Grant Date | Threshold | Target | Maximum | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs (2024–2026) | 4/1/2024 | 8,907 sh | 89,072 sh | 178,144 sh | Settles Mar 2027 | $2,888,605 |
| RSUs | 4/1/2024 | — | 38,174 sh | — | Vests Mar 1, 2027 | $1,237,983 |
Stub Cycle PSU (2022–2024; post-IPO)
| Period | Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Jul 1, 2023 – Dec 31, 2024 | Cumulative Adjusted EBITDA ($MM) | $352.2 (10%) | $414.4 (100%) | ≥$476.6 (200%) | $473.4 | 190% |
2023 Grants – Vesting schedules (CEO)
| Award | Grant Date | Shares | Vesting |
|---|---|---|---|
| RSU (annual) | 6/30/2023 | 40,288 | Vests Mar 15, 2026 |
| RSU (off-cycle) | 8/14/2023 | 126,103 | Vests 50% May 30, 2026; 50% May 30, 2027 |
| RSU (Cummins 2022–24 replacement) | 6/16/2023 | 10,111 | Vests on original Cummins schedule |
| PSU (2023–2025 cycle) | 6/30/2023 | 178,610 target at 190% shown | Settles Mar 2026 |
| PSU (2022–2024 stub) | 6/16/2023 | 3,286 and 8,296 (max) | Settles Mar 2025 |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO required to hold 5x base salary. Shares counted include outright shares + unvested RSUs; hold-after-tax until compliant. Hedging and pledging prohibited for officers/directors .
Beneficial Ownership (as of March 17, 2025)
| Holder | Shares | % of Class |
|---|---|---|
| Stephanie J. Disher | 34,354 | * (less than 1%) |
Outstanding Equity Awards at 12/31/2024 (CEO)
| Award | Shares/Units Unvested | Market Value ($) at $39.18 |
|---|---|---|
| RSU (4/1/2024 annual) | 38,174 | $1,495,657 |
| RSU (8/14/2023 off-cycle) | 126,103 | $4,940,716 |
| RSU (6/30/2023 annual) | 40,288 | $1,578,484 |
| RSU (6/16/2023 replacement for Cummins 2022–24) | 10,111 | $396,149 |
| PSU (2023–2025 cycle) | 178,610 (unearned) | $6,997,940 |
| PSU (2024–2026 cycle) | 115,794 (unearned) | $4,536,809 |
| PSU (2022–2024 stub) | 3,286; 8,296 (unearned line items) | $128,745; $325,037 |
- Insider selling pressure indicators: Significant RSU/PSU vesting events in Mar 2025 (stub PSUs), Mar 2026 (RSU 2023 annual; PSUs 2023–2025 settlement), May 2026/May 2027 (off-cycle RSUs), and Mar 2027 (2024 RSUs/PSUs) may create selling windows; hedging/pledging prohibited reduces alignment risk .
Employment Terms
-
Severance (without cause, not in CIC): CEO gets 2x salary paid over 2 years, plus prorated annual bonus at actual payout; health, outplacement, financial counseling during continuation period; unvested equity forfeited .
-
Change-in-control (double-trigger): If terminated without cause/for good reason within 60 days before or 2 years after a CIC, CEO gets 3x (salary + target bonus) plus benefits; equity vests at target if not assumed, or vests on double-trigger if assumed; no 280G/4999 gross-up (best-net cutback) .
Potential Payments (as of 12/31/2024; illustrative)
| Trigger | Cash Severance | Bonus | Benefits (HI/Outplacement/Financial) | Equity Treatment | Aggregate |
|---|---|---|---|---|---|
| Involuntary Not-for-Cause (non‑CIC) | $1,750,000 | $962,500 | $75,299 HI; $10,620 outplacement; $30,000 counseling | No acceleration | $2,828,419 |
| Death or Disability | — | — | — | Accelerated/continued vesting per plan; values shown for PSUs/RSUs | $11,001,540 |
| CIC Termination | $5,512,500 | — | $112,948 HI; $15,930 outplacement; $45,000 counseling | Unvested RSUs $8,411,006; PSUs $7,399,848 | $21,497,232 |
-
Clawback: Dodd-Frank/N.Y.S.E.-compliant recoupment for restatements and for misconduct causing reputational/financial harm .
-
Deferred compensation: Plan exists; no NEO participation in 2024 .
Board Governance
-
Roles: Disher is CEO and Director (not independent). Board is majority independent (6 of 7), with an independent Non-Executive Chair (Stephen E. Macadam), mitigating dual-role concerns . Director since 2022; term expires 2026 .
-
Committees: Audit (all independent), TMCC (Comp), Governance fully independent post-Separation; annual evaluation; all members independent; directors attended at least 75% of meetings in 2024 .
-
Employee directors (incl. CEO) do not receive director fees/equity; independent director retainer $90k cash + $140k RSUs; additional chair retainers disclosed .
Director Compensation (for reference; CEO not eligible)
| Item | 2024 Amount |
|---|---|
| Board cash retainer (non-employee) | $90,000 |
| Annual equity (non-employee) | $140,000 RSUs; 4,565 sh granted 5/14/2024 |
| Chair retainers | Board Chair $100,000; Audit $20,000; TMCC $15,000; Governance $10,000 |
Compensation Peer Group (benchmarking)
Atmus references AON/WTW survey data and a peer group (reviewed May 2024; removed Dorman Products and Enerflex; added Gorman-Rupp, ITT, Standard Motor) used for 2025 decisions. Peer set includes: AO Smith, Chart Industries, Donaldson, EnPro, ESCO Technologies, Flowserve, Franklin Electric, Gates Industrial, Graco, Helios Technologies, Kadant, IDEX, Nordson, Pentair, RBC Bearings, SPX Technologies, Watts Water .
Say-on-Pay & Shareholder Feedback
First Say-on-Pay in 2024 received ~94% approval; independent compensation consultant (Farient through July 2024; Pay Governance from July 2024) advises TMCC; risk assessment found program not likely to encourage excessive risk .
Expertise & Qualifications
- Credentials: Global executive leadership; finance/accounting expertise; M&A/spin-off experience; dealer/distributor depth; formal education B.Comm and MBA .
- Company performance context: 2024 revenue +2.5% YoY; gross margin +110 bps; supply chain transformation; outperformance on cumulative TSR in 2024 .
Compensation Structure Analysis
- Increased performance orientation in 2024: salary up to $875k, target bonus raised to 110% (from 100%), and LTI target increased to $3.4M (from $2.8M), with 70% PSU mix and 200% caps; no option repricing; robust clawback; no excise-tax gross-ups; double-trigger CIC .
Related Party Transactions
- Corporate-level relationship agreements with former parent Cummins from the IPO/separation; Audit Committee now oversees related-party transactions under the policy; no personal related-party transactions disclosed for Disher .
Risk Indicators & Red Flags
- Positive: Prohibition on hedging/pledging; double-trigger CIC; no 280G/4999 tax gross-ups; strong Say-on-Pay; independent Board Chair; stock ownership guidelines (5x salary for CEO) .
- Watch items: Beneficial ownership directly held is modest (34,354 sh) though substantial unvested equity aligns incentives; multiple 2025–2027 vesting events could create selling windows; equity forfeiture risk in non‑qualifying terminations .
Employment Terms (Key Points)
- No separate employment contract disclosed; severance/CIC governed by policies; non-compete/non-solicit not specified in proxy; none of the NEOs were retirement-eligible as of 12/31/24 .
Investment Implications
- Strong alignment: High at-risk pay (83% of CEO target TDC), PSU-heavy LTI tied to Adjusted EBITDA and ROIC, robust ownership/hedging-pledging policies, and double-trigger CIC reduce misalignment and entrenchment risk .
- Retention/overhang: Large unvested RSUs/PSUs with 2025–2027 cliffs support retention but create predictable liquidity windows (monitor Form 4s into Mar 2025, Mar 2026, May 2026/2027, Mar 2027) .
- Execution track record: IPO leadership, TSR +81.5% since listing start date, and 2024 revenue/EBITDA/net income growth underpin pay-for-performance credibility; 2024 bonus paid at 100% reflects performance vs target .
- Governance mitigants: Independent Chair and majority-independent board offset CEO/Director dual role; Say‑on‑Pay support and independent consultants suggest low governance friction risk .