Minerals Technologies (MTX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually; shareholders of record as of March 18, 2025, are eligible to vote.

• 2024 marked by record operating income ($316M), record earnings per share ($6.15), and strong free cash flow ($147M), with a 16%+ increase in EPS and 18% increase in operating income compared to prior year.

• Company executed on growth strategies, expanded margins, increased quarterly dividend by 10%, and authorized a new $200M share repurchase program.

• 2024 performance driven by innovation, product launches, and expansion in high-growth consumer and industrial markets.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three directors (Douglas T. Dietrich, Rocky Motwani, Carolyn K. Pittman), (2) ratification of KPMG LLP as independent auditor for 2025, and (3) advisory vote on 2024 executive compensation (Say-on-Pay).

• Board unanimously recommends voting FOR all proposals.

• Proxy access allows shareholders (owning 3%+ for 3 years) to nominate up to 20% of board seats.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; average tenure is 8.6 years, with 50% female or underrepresented groups.

• Board refreshment ongoing: six new directors added in past nine years, increasing diversity.

• Lead Independent Director structure in place; board committees (Audit, Compensation, Corporate Governance/Nominating) are 100% independent.

• Majority voting standard for director elections; annual board and committee self-evaluations.

• Active shareholder engagement program, with 87% of outstanding shares contacted in 2024.