Materion (MTRN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, with proposals to elect nine directors, approve a new equity and incentive compensation plan, ratify the external auditor, and hold a say-on-pay vote.

• Shareholders of record as of March 12, 2025, are eligible to vote; proxy materials are available online to reduce environmental impact.

• Voting can be done online, by phone, or by mail, with clear instructions for registered, plan, and nominee shareholders.

Voting matters and shareholder proposals

• Proposals include: election of nine directors for one-year terms, approval of the 2025 Equity and Incentive Compensation Plan, ratification of Ernst & Young LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting in favor of all proposals; majority voting policy applies to director elections.

• Shareholder proposals for the 2026 meeting must be received by November 27, 2025.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; diverse in gender and ethnicity.

• Board committees: Audit and Risk, Compensation and Human Capital, Nominating, Governance, and Corporate Responsibility.

• Annual board and committee self-assessments; majority voting policy for director elections.

• Stock ownership requirements for directors and executives; annual advisory vote on executive compensation.

• Board skills matrix highlights expertise in public company management, finance, operations, global business, M&A, strategy, industry knowledge, and ESG.