MINERALS TECHNOLOGIES INC

For the period ended May 15, 2024. Filed Apr 4, 2024.

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May 15, 2024 · Filed Apr 4, 2024

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MTX$61.63-1.5%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the Company’s 2023 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Annual Meeting Information

			Date & Time Wednesday, May 15, 20249:00 a.m., E.T.			Location Virtually at: www.virtualshareholdermeeting.com/MTX2024

Voting Matters

Our Board’s Recommendation

· Proposal · · · Issue · · · FOR ·
	Item 1.			Election of Directors
	01			Mr. John J. Carmola
	02			Dr. Robert L. Clark, Jr.
	03			Mr. Marc E. Robinson
	Item 2.			Ratification of Appointment of Auditors
	Item 3.			Advisory Vote to Approve 2023 Named Executive Officer Compensation
	Item 4.			Approval of an Amendment of the 2015 Stock Award and Incentive Plan

PROXY SUMMARY

Our Company

Minerals Technologies Inc. is a leading, technology-driven minerals company that develops, produces, and markets a broad range of specialty mineral solutions, related systems and services. The Company serves globally a wide range of consumer and industrial markets, including household and personal care, paper and packaging, food and pharmaceutical, automotive, construction, steel and foundry, environmental, and infrastructure.

In the first quarter of 2023, the Company realigned its business reporting structure into two segments: Consumer & Specialties and Engineered Solutions, to better align our businesses and technologies with our customers and end markets and create a more efficient and effective management structure, reflecting the way performance is evaluated and resources are allocated.

The Consumer & Specialties segment serves consumer end markets directly with mineral-to-market finished products and also provides specialty mineral-based solutions and technologies that are an essential component of our customers’ finished products. This segment includes two product lines: Household & Personal Care and Specialty Additives.

The Engineered Solutions segment serves industrial end markets with engineered systems, mineral blends, and technologies that are designed to improve our customers’ manufacturing processes and projects. This segment includes two product lines: High-Temperature Technologies and Environmental & Infrastructure.

The company’s portfolio is balanced between those two segments.

PROXY SUMMARY

2023 Performance at a Glance

2023 was a strong year for the Company marked by record sales, operating income and earnings per share, excluding special items. We also delivered strong free cash flow, strengthened our balance sheet, and continued to execute on our balanced approach to capital deployment by increasing the quarterly dividend to shareholders and initiating a new share repurchase program.

PROXY SUMMARY

Advancing Our Growth Strategy

We continue to drive forward our multi-pronged approach to profitable growth, and we made meaningful progress across all our long-term growth priorities in 2023:

Within our Consumer & Specialties segment:

•	Our consumer-oriented businesses in our Household & Personal Care (HPC) product line remained on their strong growth trajectory in 2023 expanding by 9% year over year. The key drivers of growth were our global pet litter business, our natural feed additives for animal health, and our bleaching earth filtration for edible oils and renewable fuels.

•

In the Specialty Additives (SA) product line, our strategy is to further expand our crystal engineering technology by targeting underpenetrated regions, expanding our innovative offerings for improving customer sustainability across the globe, and by capitalizing on growing opportunities in the packaging industry. In 2023, we started up three new facilities in Asia, including application of our sustainable NewYield® technology and our first-ever GCC satellite serving a packaging application.

Within our Engineered Solutions segment:

•

We have world leading positions in our High-Temperature Technologies (HTT) product line serving customers in the steel and foundry markets. In 2023, we delivered year-over-year volume growth to foundry customers in Asia as we continued to make progress on our penetration strategy, and in North America, our technical services and innovative high-value solutions enabled us to sustain and grow our leading positions in those markets.

•	In the Environmental & Infrastructure (E&I) product line, we continue to expand our solutions into developing markets like PFAS remediation and infrastructure drilling applications.

Innovation is a key pillar of our growth strategy across our entire portfolio. In 2023, revenue as a percent of sales from new products reached a record 18 percent. The key drivers were:

•	Our culture of operational excellence and continuous improvement across all operational and resource units resulting in accelerated pace of new product commercialization to just 18 months.

•	Our continued close collaboration with our customers and focus our efforts on developing the highest value products to meet their needs.

•	Uniqueness of our global mineral reserves and differentiated technologies enable us to deliver new products across all four product lines aligned with sustainable trends such as

○	HPC: Natural ingredients for personal care and farm animals; Clean energy and alternative fuel.

○	SA: Decarbonization; Recycling and sustainable packaging.

○	HTT: Emission reduction; Increase in efficiency technologies.

○	E&I: Water purification; environmental conservation.

In 2023, 64% of MTI’s new products had a sustainable profile.

PROXY SUMMARY

Board of Directors Overview

Our Directors exhibit an effective mix of skills, experience and diversity. As part of the Board’s ongoing commitment to maintaining diverse viewpoints and a broad range of skills and experiences, the Board continues to refresh itself to infuse unique ideas and fresh perspectives into the boardroom, most recently welcoming new directors Rocky Motwani in 2022 and Kristina M. Johnson, whose service will commence May 13, 2024.


Joseph C. Breunig	62	2014	Chief Operating Officer, OrthoLite LLC	✔		0
John J. Carmola	68	2013	Former Segment President, Goodrich Corporation	✔		0
Robert L. Clark*	60	2010	Former Provost and Senior Vice President for Research, University of Rochester	✔		0
Alison A. Deans	62	2019	Independent consultant and former Chief Investment Officer at CRT	✔		0
Douglas T. Dietrich	55	2016	Chairman of the Board and Chief Executive Officer, Minerals Technologies			0
Franklin L. Feder	73	2017	Former Regional Chief Executive Officer for Latin America & the Caribbean, Alcoa	✔		1
Kristina M. Johnson	66	2024	Former President, The Ohio State University	✔	(Not yet assigned)	2
Rocky Motwani	50	2022	Chief Executive Officer of Cyphlens (formerly Mission3); Co-Founder, Jiko Group	✔		0
Carolyn K. Pittman	60	2017	Former Senior Vice President and Chief Accounting Officer, Maxar Technologies	✔		0
Marc E. Robinson	63	2012	Former Global President, Pfizer Consumer Healthcare; Former Company Group Chairman Johnson & Johnson	✔		0

* Lead Independent Director					Committee Chairperson					Member

PROXY SUMMARY

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