Stephen E. Macadam
About Stephen E. Macadam
Stephen E. Macadam, age 64, is Atmus’ Independent Director and Non‑Executive Chair of the Board, serving since 2022 and sitting on the Governance & Nominating Committee and the Talent Management & Compensation Committee (TMCC) . He is a former CEO and President of EnPro Industries, with prior CEO roles at BlueLinx and Consolidated Container, and earlier senior leadership at Georgia‑Pacific and partnership at McKinsey & Co.; he holds a BS in Mechanical Engineering (University of Kentucky), an MS in Finance (Boston College), and an MBA from Harvard Business School where he was a Baker Scholar . The Board has affirmatively determined he is independent under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnPro Industries, Inc. (NPO) | Vice Chairman | Aug 2019–Feb 2020 | Industrial operations leadership |
| EnPro Industries, Inc. (NPO) | CEO & President | Apr 2008–Jul 2019 | Executive leadership, M&A, manufacturing |
| BlueLinx Inc. | CEO | Oct 2005–Mar 2008 | Distribution leadership |
| Consolidated Container Company, LLC | President & CEO | Aug 2001–Sep 2005 | Packaging ops, strategy |
| Georgia‑Pacific Corporation | Senior leadership | Prior to 2001 | Industrial products, finance |
| McKinsey & Company | Partner | Prior to GP roles | Strategy, operations |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana‑Pacific Corp. (LPX) | Director | Feb 2019–present | Chair, Compensation; Member, Governance & Corporate Responsibility |
| Sleep Number Corp. (SNBR) | Director | Nov 2023–present | Co‑Chair, Capital Allocation; Member, Corporate Governance |
| Veritiv Corp. (VRTV) | Director/Chair of Board | Feb 2020–Nov 2023; Chair Sep 2020–Nov 2023 | Board leadership during transformation |
| Valvoline Inc. (VVV) | Director | 2016–Jan 2023 | Compensation; Governance & Nominating |
| EnPro Industries, Inc. (NPO) | Director | 2008–Feb 2020 | Industrial governance |
Board Governance
- Roles and independence: Independent Director; Non‑Executive Chair; Board leadership separated from CEO .
- Committees: Governance & Nominating; TMCC; Governance met 5 times in 2024; TMCC met 7 times in 2024 .
- Attendance and engagement: Board met 7 times in 2024; each current director attended at least 75% of Board/committee meetings; Board Chair conducts one‑on‑one calls in annual evaluation process .
- Risk oversight: Audit Committee oversees cybersecurity; Board reviews ERM at least bi‑annually; committees receive periodic risk reports .
- Interlocks: No TMCC compensation committee interlocks or insider participation disclosed .
- Governance enhancements: Board‑led proposals to declassify the Board, eliminate supermajority voting, and remove legacy parent provisions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $193,750 | Includes base annual retainer and leadership premiums prorated to service |
| Stock awards (2024) | $140,054 | RSUs granted for 2024 service |
| Total (2024) | $333,804 | As disclosed in Director Compensation table |
- Policy structure: Annual cash retainer $90,000; annual RSU grant target value $140,000; leadership premiums: Board Chair $100,000; Audit Chair $20,000 (increased from $15,000 in May 2024); TMCC Chair $15,000; Governance Chair $10,000; directors may elect to defer up to 100% of cash and stock compensation; director stock ownership guideline equals 5× cash retainer .
Performance Compensation
| Grant Date | Type | Shares/Units | Fair Value per Share | Total Grant Date FV | Vesting |
|---|---|---|---|---|---|
| May 14, 2024 | RSU (annual director grant) | 4,565 | $30.68 | $140,054 | One‑year vest |
- Performance metrics: None disclosed for non‑employee directors; RSUs vest time‑based (no PSU/option awards for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | LPX; SNBR |
| Current committee roles | LPX: Compensation Chair; Governance & Corporate Responsibility; SNBR: Co‑Chair Capital Allocation; Corporate Governance |
| Prior boards/roles | VRTV (Chair); VVV (Comp; Governance & Nominating); NPO (Director) |
| TMCC interlocks at Atmus | None disclosed |
Expertise & Qualifications
- Executive leadership, global experience, financial/accounting expertise, M&A/business development, spin‑off experience, dealers/distributors value‑chain knowledge .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Mar 17, 2025) | 32,083 shares |
| Shares outstanding (Record Date Mar 26, 2025) | 82,663,925 |
| Ownership as % of shares outstanding | ≈0.039% (32,083 ÷ 82,663,925) |
| Director stock ownership guideline | 5× cash retainer |
| Cash retainer reference | $90,000 |
| Guideline value (5×) | $450,000 (computed from policy and retainer) |
| Valuation reference (12/31/2024 close) | $39.18/share |
| Indicative value of holdings at 12/31/2024 | ≈$1.26 million (32,083×$39.18) |
| Hedging/pledging | Prohibited for directors and officers |
Alignment signal: His beneficial ownership and the Company’s anti‑hedging/anti‑pledging policy support long‑term alignment; based on the 12/31/2024 price, his holdings would exceed the 5× retainer guideline threshold.
Governance Assessment
- Board effectiveness: Separation of Chair/CEO with Macadam as Non‑Executive Chair, strong independence and diverse, skilled Board; annual evaluations include Chair‑led one‑on‑ones—positive signals for oversight quality and investor confidence .
- Committee leadership and engagement: Active roles on TMCC and Governance; committees met regularly (TMCC: 7; Governance: 5), with all current directors meeting minimum attendance thresholds—indicates engagement .
- Pay governance signals: Robust clawback policy and director/exec ownership guidelines; prohibitions on hedging/pledging; TMCC engages independent compensation consultants (Farient through July 2024; Pay Governance thereafter) and reports to shareholders—strong governance practices .
- Shareholder support: 94% Say‑on‑Pay approval in 2024—market endorsement of compensation governance framework .
- Governance reforms: Management proposals to declassify Board and eliminate supermajority voting and legacy parent provisions—shareholder‑friendly enhancements .
- Conflicts/RED FLAGS: No TMCC interlocks disclosed; related‑party transactions subject to Audit Committee review; Cummins legacy provisions being removed; hedging/pledging prohibited. No director‑specific related‑party transactions for Macadam identified in the proxy—no material red flags observed in filings .