Stuart A. Taylor II
About Stuart A. Taylor II
Independent director at Atmus (ATMU), age 64, serving since 2024 with a term expiring in 2026; he chairs the Governance and Nominating Committee and sits on the Talent Management and Compensation Committee . Taylor is President of The Taylor Group LLC and previously held senior roles in investment banking (Morgan Stanley corporate finance; Bankers Trust Automotive; CIBC World Markets Global Automotive & Capital Goods; Bear Stearns) . He holds a BA in History from Yale University and an MBA from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Corporate Finance (10-year position) | Not specified | Early investment banking foundation |
| Bankers Trust | Managing Director, Automotive Industry Group | 1993–1996 | Automotive sector leadership |
| CIBC World Markets | Managing Director; Head, Global Automotive Group & Capital Goods Group | 1996–1999 | Led global sector groups |
| Bear, Stearns & Co. Inc. | Senior Managing Director | 1999–2001 | Senior capital markets role |
| The Taylor Group LLC | President | Current | Private equity investor partnering with entrepreneurs |
External Roles
| Company | Ticker | Role | Tenure | Committees |
|---|---|---|---|---|
| Ball Corporation | BALL | Director | Since 1999 | Chairs Nominating & Corporate Governance; Member Human Resources |
| Hillenbrand Industries Inc. | HI | Director | Since 2008 | Chairs M&A Committee; Member Compensation & Management Development; Member Nominating & Corporate Governance |
| Wabash National Corporation | WNC | Director | Since 2019 | Chairs Finance Committee; Member Audit Committee |
| Essendant Inc. (United Stationers) | — | Director (prior) | 2011–2019 | Board service concluded in 2019 |
Board Governance
- Committee assignments: Chair, Governance and Nominating; Member, Talent Management and Compensation .
- Independence: Board determined Taylor is independent under SEC and NYSE rules .
- Attendance and engagement: Board met 7 times in 2024; each current director attended at least 75% of Board and applicable committee meetings .
- Committee activity levels in 2024: Audit (8 meetings); Talent Management and Compensation (7); Governance (5) .
- Board structure: Non-Executive Chair (Stephen E. Macadam); proposal to declassify the Board beginning 2026 with full annual elections from 2028; proposals to remove supermajority voting and legacy parent provisions .
- Interlocks: Company discloses no TMCC interlocking relationships requiring disclosure under Exchange Act rules .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly in arrears; independent directors only |
| Annual equity retainer (RSUs) | $140,000 target value | One-year vesting; granted annually |
| Board Chair fee | $100,000 | Leadership premium, cash |
| Audit Chair fee | $20,000 | Increased from $15,000 in May 2024 |
| TMCC Chair fee | $15,000 | Leadership premium, cash |
| Governance & Nominating Chair fee | $10,000 | Leadership premium, cash |
| Deferral | Up to 100% of cash and stock compensation | Director deferred compensation plan |
| Service year/proration | Annual meeting to annual meeting | Cash and equity prorated for partial service |
| Taylor’s 2024 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 62,500 | Prorated for partial 2024 service; GN Chair from March–December 2024 |
| Stock Awards (RSUs) | 156,877 | RSU grants for 2024 service plus interim grant at appointment |
| Total | 219,377 | Sum of cash and stock |
| Taylor’s 2024 Equity Grant Details | Grant Date | Shares | Pricing Basis | Fair Value Basis | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Annual RSU | May 14, 2024 | 4,565 | 20-day avg closing price $30.67 | Closing price $30.68 | Included in $156,877 total |
| Interim RSU (appointment) | March 18, 2024 | 627 | 20-trading-day avg $23.91 | Closing price $26.83 | Included in $156,877 total |
Performance Compensation
| Program | Metric | Weight | Period | Payout Cap | Applies To |
|---|---|---|---|---|---|
| Annual Bonus | Adjusted EBITDA | 100% | 1 year | 200% of target | Executives (NEOs), not directors |
| Long-Term Incentive (PSUs) | ROIC | 50% | 3-year | 200% of target | Executives (NEOs), not directors |
| Long-Term Incentive (PSUs) | Adjusted EBITDA | 50% | 3-year | 200% of target | Executives (NEOs), not directors |
| Director Equity | RSUs (time-based) | N/A | 1-year vest | N/A | Non-employee directors; no performance linkage |
Note: Atmus’ non-employee directors receive time-based RSUs; performance metrics above apply to executive compensation programs, not director pay .
Other Directorships & Interlocks
| External Board | Sector Relevance | Potential Interlock/Conflict |
|---|---|---|
| Ball (BALL); Hillenbrand (HI); Wabash (WNC) | Industrial/manufacturing adjacencies | Company discloses no TMCC interlocks requiring Exchange Act disclosure |
Expertise & Qualifications
- Executive leadership and extensive public company board experience .
- Financial and accounting expertise; M&A/business development credentials .
- Global experience; dealers/distributors exposure relevant to Atmus’ go-to-market .
- Education: BA Yale; MBA Harvard .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Stuart A. Taylor II | 5,192 | * (less than 1%) |
- Director stock ownership guidelines: 5× cash retainer; five years to comply; must hold after-tax value of shares from annual awards until compliant .
- Hedging and pledging: Prohibited for officers and directors .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company believes directors and executive officers timely complied in 2024 |
| Form 4 transactions | Not itemized in proxy; refer to SEC filings for transaction-level detail |
Governance Assessment
- Strengths: Independent status; GN Chair role; active committee participation; documented attendance at or above 75%; all committee chairs and members independent; non-executive Board Chair; robust anti-hedging/pledging policy and director ownership guidelines align incentives .
- Compensation alignment: Director pay is standard industrial practice—cash retainer plus time-based RSUs; leadership premiums modest; availability of deferral enhances long-term alignment .
- Consultant independence: TMCC employed independent advisors—Farient Advisors LLC until July 2024 and Pay Governance LLC thereafter .
- Shareholder responsiveness: Company highlights strong say-on-pay support (~94% in 2024) and maintains clawback; while focused on executives, it signals broader governance discipline .
- Watch items: Multiple concurrent public boards (BALL, HI, WNC) may prompt overboarding scrutiny depending on investor policies; not flagged by company but relevant for workload assessment . Board remains classified through transition, though declassification is proposed to begin in 2026 with full annual elections in 2028—positive trajectory but monitor implementation . Legacy parent-related charter provisions addressed via proposals to eliminate, reducing any residual corporate opportunity waivers tied to Cummins .