SEC Form DEFA14A filed by Minerals Technologies Inc.

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MTI outperformed its peer group in four of the five metrics that comprise Glass Lewis’s performance measure. In fact, by the measures set forth in Glass Lewis’s proxy paper, MTI’s TSR growth was more than double that of its peer group and MTI’s EPS growth was approximately four times that of the peer group. Yet, Glass Lewis finds that MTI’s performance was only slightly above the median of the peer group. It is unclear how Glass Lewis can make this finding given the significant outperformance by MTI on the majority of Glass Lewis’s performance metrics.

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The Compensation Analysis on page 9 of Glass Lewis’s proxy paper, which compares the Compensation Actually Paid to MTI’s CEO, Mr. Dietrich, to MTI’s TSR performance, shows that CEO compensation and TSR performance are well aligned. Indeed, while MTI’s CEO Compensation Actually Paid was below the 50^th percentile of MTI’s peers, the TSR performance was in the 56^th percentile over the prior 1 year, the 44^th percentile over the prior 3 years, and the 69^th percentile over the prior 5 years.

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2024 was an outstanding year for MTI, marked by record operating income and earnings per share, excluding special items, and significantly expanded margins. We also delivered strong free cash flow, improved our balance sheet strength, 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. We extensively detail our 2024 operational and financial performance on pages 36-41 of our Proxy Statement.

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In 2024, we continued to extensively engage with our shareholders with respect to our compensation and corporate governance practices. As noted on page 6 of our Proxy Statement, in 2024 we contacted shareholders that we believe held approximately 87% of our outstanding shares, and engaged with shareholders that we believe held approximately 67% of our outstanding shares, including shareholders who voted against our say-on-pay proposal last year. We disclosed the key themes of feedback we received on page 7 of our Proxy Statement. None of the feedback we received after our annual meeting last year was directed toward additional changes to our compensation program. In fact, on the whole, the shareholders with whom we spoke were positive about our compensation program. We believe that this positive reaction results from the numerous changes we made to our compensation program over the prior few years in response to shareholder feedback, which are detailed on page 8 of our Proxy Statement. For this reason, we did not believe any additional changes to our compensation program were needed following last year’s annual meeting.

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Glass Lewis corrected the description of director Frank Feder’s status relative to MTI’s retirement age policy. In accordance with the Board’s policy, Mr. Feder submitted his resignation to the Board upon reaching his 72nd birthday during 2023, after his renomination to the Board for an additional 3-year term. The Board determined not to accept his resignation at such time, believing that his continuing service is valuable to MTI and requested he serve out his term. He was reelected to the Board that year for a term that expires in 2026.

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Glass Lewis also corrected its say-on-pay analysis to remove what it termed an “erroneous concern regarding the Company’s excessive focus on short-term performance”. For 2024, 71% of Mr. Dietrich’s compensation was long-term compensation, and 59% of the 2024 compensation of our other named executive officers was long-term compensation, as we disclose on page 43 of our Proxy Statement. We believe this provided an appropriately long-term incentive to our executives.