UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a Party other than the Registrant   ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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☐

Soliciting Materials Pursuant to § 240.14a-12

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Minerals Technologies Inc.

(Name of Registrant as Specified in its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transactions applies:

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(2)

Aggregate number of securities to which transactions applies:

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Notice of 2017 Annual Meeting
of Shareholders and Proxy Statement

Wednesday, May 17, 2017 at 9:00 a.m., local time

1 Highland Avenue, Conference Center, Bethlehem, Pennsylvania 18017

Dear Fellow Shareholder:

You are cordially invited to attend the 2017 Annual Meeting of Shareholders of Minerals Technologies Inc. (the “Company,” “MTI,” “we,” or “us”), which will be held on Wednesday, May 17, 2017, at 9:00 a.m., at 1 Highland Avenue, Conference Center, Bethlehem, Pennsylvania 18017.

At this year’s meeting, you will be asked to consider and to vote upon the election of two directors. Your Board of Directors unanimously recommends that you vote FOR the nominees.

You will also be asked to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2017 fiscal year. The Board continues to be satisfied with the services KPMG LLP has rendered to the Company and unanimously recommends that you vote FOR this proposal.

You will also be asked to approve, on an advisory basis, the 2016 compensation of our named executive officers as described in this Proxy Statement. Your Board of Directors unanimously recommends that you vote FOR the advisory vote approving 2016 executive compensation.

You will also be asked to vote, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. Your Board of Directors unanimously recommends that you vote for the holding of an advisory vote on the compensation of named executive officers every ONE YEAR.

Lastly, you will also be asked to consider a shareholder proposal described in the Proxy Statement, if properly presented at the meeting. Your Board of Directors unanimously recommends that you vote AGAINST this proposal.

The five items upon which you will be asked to vote are discussed more fully in the Proxy Statement. I urge you to read the Proxy Statement completely and carefully so that you can vote your interests on an informed basis.

It is anticipated that this Proxy Statement, the accompanying Proxy and the Company’s 2016 Annual Report will first be available to shareholders on or about April 5, 2017 on the web site www.proxyvote.com and, if requested, a paper copy of this Proxy Statement, the accompanying Proxy and the Company’s 2016 Annual Report will be mailed to the Company’s shareholders. A Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement, Proxy and the Company’s 2016 Annual Report and vote through the Internet, or by telephone, will be mailed to our shareholders (other than those who previously requested electronic or paper delivery) on the same date as this Proxy Statement, the accompanying Proxy and the Company’s 2016 Annual Report is first available to shareholders.

Your vote is important. Whether or not you plan to attend the meeting, we encourage you to read this Proxy Statement and submit your vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice you received in the mail, the section entitled “Questions and Answers About the Proxy Materials and the Annual Meeting” beginning on page 9 of this Proxy Statement, or if you requested to receive printed proxy materials, your enclosed proxy card. If you return a signed proxy without marking it, it will be voted in accordance with the Board of Directors’ recommendations. You may, of course, attend the meeting and vote in person, even if you have previously submitted a proxy.

April 5, 2017

Sincerely,

Table of Contents

 

Minerals Technologies Inc.

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

May 17, 2017

The Annual Meeting of Shareholders of MINERALS TECHNOLOGIES INC., a Delaware corporation, will be held on Wednesday, May 17, 2017 at 9:00 a.m., at 1 Highland Avenue, Conference Center, Bethlehem, Pennsylvania 18017, to consider and take action on the following items:

1.

the election of two directors;

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2.

a proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of Minerals Technologies Inc. for the 2017 fiscal year;

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3.

an advisory vote to approve executive compensation;

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4.

an advisory vote on the frequency of future advisory executive compensation votes;

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5.

a shareholder proposal, if properly presented at the meeting; and

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6.

any other business that properly comes before the meeting, either at the scheduled time or after any adjournment.

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Shareholders of record as of the close of business on March 21, 2017 are entitled to notice of and to vote at the meeting.

April 5, 2017

New York, New York

By Order of the Board of Directors,​

Thomas J. Meek
Senior Vice President, General Counsel,
Human Resources, Secretary and Chief Compliance Officer​

You are cordially invited to attend the meeting in person. Whether or not you plan to attend the meeting, we encourage you to read this Proxy Statement and submit your vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice you received in the mail, the section entitled “Questions and Answers About the Proxy Materials and the Annual Meeting” beginning on page 9 of this Proxy Statement, or if you requested to receive printed proxy materials, your enclosed proxy card. If you return a signed proxy without marking it, it will be voted in accordance with the Board of Directors’ recommendations. You may, of course, attend the meeting and vote in person, even if you have previously submitted a proxy.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE MINERALS TECHNOLOGIES INC. ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2017

The 2017 Proxy Statement and 2016 Annual Report to Shareholders are available at:
www.proxyvote.com

MINERALS TECHNOLOGIES   2017 Proxy Statement1​

​	Proposal	​	​	Issue	​	​	FOR	​
​	Item 1.​	​	​	Director Nomination	​	​	☑	​
​	01 ​	​	​	Elect Joseph C. Breunig	​	​	☑	​
​	02 ​	​	​	Elect Duane R. Dunham	​	​	☑	​
​	Item 2.​	​	​	Ratification of Approval of Auditors for 2017 Fiscal Year	​	​	☑	​
​	Item 3.​	​	​	Advisory Vote to Approve Executive Compensation	​	​	☑	​
​	Item 4.​	​	​	Advisory Vote on the Frequency of Future Advisory Executive Compensation Votes	​	​	ONE YEAR	​

​	Proposal	​	​	Issue	​	​	AGAINST	​
​	Item 5.​	​	​	Shareholder Proposal Regarding Proxy Access	​	​	☑	​

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2MINERALS TECHNOLOGIES   2017 Proxy Statement

MINERALS TECHNOLOGIES   2017 Proxy Statement3​

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4MINERALS TECHNOLOGIES   2017 Proxy Statement

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MINERALS TECHNOLOGIES   2017 Proxy Statement5​

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MINERALS TECHNOLOGIES   2017 Proxy Statement7​

​	​	“Your company is open and transparent in its disclosures and our conversations are always very candid.”	​	​
​	​	“MTX did a good job in creating value during 2016 when the oil and gas and steel markets were in decline.”	​	​
​	​	“Thank you for reaching out to have an exchange on Corporate Governance.”	​	​
​	​	“I appreciate the company highlights and thus holds management accountable to the AMCOL accretion plan also making the share price performance chart front and center. Too many companies have relegated this to the 10K making it cumbersome to have the chart easily available when reviewing the comp.”	​	​
​	​	“[Companies] need separation of the two roles [of Chairman and CEO] to feel the shareholder is properly represented.”	​	​
​	​	“Appreciate the detail on the personal objectives especially as you are above average with a 30% component weighting.”	​	​
​	​	“Pleased to see you kept in step with others and went to majority voting.”	​	​

8MINERALS TECHNOLOGIES   2017 Proxy Statement

 

MINERALS TECHNOLOGIES INC.
622 THIRD AVENUE
NEW YORK, NEW YORK 10017-6707

April 3, 2017

PROXY STATEMENT

This proxy statement (“Proxy Statement”) contains information related to the annual meeting of shareholders (“Annual Meeting”) of the Company, to be held at 9:00 a.m. on Wednesday, May 17, 2017, at 1 Highland Avenue, Conference Center, Bethlehem, Pennsylvania 18017.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1.

Why am I being sent these materials?

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The Company has made these materials available to you on the internet, or, upon request, has delivered printed proxy materials to you, in connection with the solicitation of proxies for use at the Annual Meeting. If a quorum does not attend or is not represented by proxy, the meeting will have to be adjourned and rescheduled.

2.

Who is asking for my proxy?

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The Board of Directors asks you to submit a proxy for your shares so that even if you do not attend the meeting, your shares will be counted as present at the meeting and voted as you direct.

3.

What is the agenda for the Annual Meeting?

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At the Annual Meeting, shareholders will vote on five items: (i) the election of Joseph C. Breunig and Duane R. Dunham as members of the Board of Directors, (ii) the ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm, (iii) an advisory vote to approve executive compensation, (iv) an advisory vote on the frequency of future advisory executive compensation votes, and (v) a shareholder proposal regarding proxy access, if properly presented at the meeting. Also, management will make a brief presentation about the business of the Company, and representatives of KPMG will make themselves available to respond to any questions from the floor.

The Board does not know of any other business that will be presented at the Annual Meeting. The form of proxy gives the proxies discretionary authority with respect to any other matters that come before the Annual Meeting and, if such matters arise, the individuals named in the proxy will vote according to their best judgment.

4.

How does the Board of Directors recommend I vote?

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The Board unanimously recommends that you vote for the nominee for directors, Joseph C. Breunig and Duane R. Dunham, for ratification of the appointment of KPMG to continue as our auditors, for the advisory vote approving 2016 executive compensation, one year for the advisory vote on the frequency of future advisory executive compensation votes and against the shareholder proposal regarding proxy access, if properly presented at the meeting.

MINERALS TECHNOLOGIES   2017 Proxy Statement9​

5.

Who can attend the Annual Meeting?

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Any shareholder of the Company, employees, and other invitees may attend the Annual Meeting.

6.

Who can vote at the Annual Meeting?

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Anyone who owned shares of our common stock at the close of business on March 21, 2017 (the “Record Date”) may vote those shares at the Annual Meeting. Each share is entitled to one vote.

7.

What constitutes a quorum for the meeting?

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According to the by-laws of the Company, a quorum for all meetings of shareholders consists of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote, present in person or by proxy. On the Record Date there were 35,077,472 shares of common stock issued and outstanding, so at least 17,538,737 shares must be represented at the meeting for business to be conducted.

Shares of common stock represented by a properly signed and returned proxy are treated as present at the Annual Meeting for purposes of determining a quorum, whether the proxy is marked as casting a vote or abstaining.

Shares represented by “broker non-votes” are also treated as present for purposes of determining a quorum. Broker non-votes are shares held in record name by brokers or nominees, as to which the broker or nominee (i) has not received instructions from the beneficial owner or person entitled to vote, (ii) does not have discretionary voting power under applicable New York Stock Exchange rules or the document under which it serves as broker or nominee, and (iii) has indicated on the proxy card, or otherwise notified us, that it does not have authority to vote the shares on the matter.

If a quorum does not attend or is not represented, the Annual Meeting will have to be postponed.

8.

How many votes are required for each question to pass?

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In 2016, our Board of Directors amended the Company’s by-laws to provide for majority voting for directors. Directors are now elected by the vote of the majority of the votes cast in uncontested elections. All other questions are determined by a majority of the votes cast on the question, except as otherwise provided by law or by the Certificate of Incorporation.

9.

What is the effect of abstentions and broker non-votes?

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Under New York Stock Exchange Rules, the proposal to ratify the appointment of independent auditors is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least 10 days before the date of the meeting. In contrast, the election of directors, the advisory vote to approve executive compensation, the advisory vote on future advisory executive compensation votes, and the shareholder proposal regarding proxy access, if properly presented, are “non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them. These so-called “broker non-votes” will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the vote for Directors, the advisory vote to approve executive compensation, the advisory vote on the frequency of future advisory executive compensation votes, or the shareholder proposal regarding proxy access, if properly presented. Similarly, abstentions will be included in the calculation of the number of votes considered to be present for purposes of determining a quorum, but will have no effect on the outcome of the vote for Directors, the ratification of the appointment of independent auditors, the advisory vote to approve executive compensation, the advisory vote on the frequency of future advisory executive compensation votes or the shareholder proposal regarding proxy access, if properly presented.

10.

Who will count the votes?

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A representative from Broadridge Financial Solutions, Inc. will serve as inspector of election.

10MINERALS TECHNOLOGIES   2017 Proxy Statement

11.

Who are the Company’s largest shareholders?

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As of January 31, 2017, Blackrock Inc. owned 9.8%; Vanguard Group Inc. owned 7.8% and T. Rowe Price Associates, Inc. owned 7.8%. No other person owned of record, or, to our knowledge, owned beneficially, more than 5% of the Company’s common stock.

12.

How can I cast my vote?

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You can vote by proxy over the internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to the instructions provided on the proxy card. If you hold shares beneficially in street name, you may also vote by proxy over the internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee.

If you are an employee who participates in the Company’s Savings and Investment Plan (the Company’s 401(k) plan), to vote your shares in the Plan you must provide the trustee of the Plan with your voting instructions in advance of the meeting. You may do so by proxy over the internet by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instructions provided in the proxy card. You cannot vote your shares in person at the Annual Meeting; the trustee is the only one who can vote your shares at the Annual Meeting. The trustee will vote your shares as you instruct. If the trustee does not receive your instructions, your shares generally will be voted by the trustee in proportion to the way the other Plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. Eastern Daylight Time (EDT) on May 15, 2017.

13.

What if I submit a proxy but don’t mark it to show my preferences?

​

If you return a properly signed proxy without marking it, it will be voted in accordance with the Board of Directors’ recommendations on all proposals.

14.

What if I submit a proxy and then change my mind?

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If you submit a proxy, you can revoke it at any time before it is voted by submitting a written revocation or a new proxy, or by voting in person at the Annual Meeting. However, if you have shares held through a brokerage firm, bank or other custodian, you can revoke an earlier proxy only by following the custodian’s procedures. Employee Savings and Investment Plan participants can notify the Plan trustee in writing that prior voting instructions are revoked or are changed.

15.

Who is paying for this solicitation of proxies?

​

The Company pays the cost of this solicitation. In addition to soliciting proxies through the mail using this Proxy Statement, we may solicit proxies by telephone, facsimile, electronic mail and personal contact. These solicitations will be made by our regular employees without additional compensation. We have also engaged Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902 to assist in this solicitation of proxies, and we have agreed to pay that firm $5,500 for its assistance, plus expenses.

16.

Where can I learn the outcome of the vote?

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The Secretary will announce the preliminary voting results at the Annual Meeting, and we will publish the final results in a current report on Form 8-K which will be filed with the Securities and Exchange Commission as soon as practicable after the Annual Meeting.

MINERALS TECHNOLOGIES   2017 Proxy Statement11​

CORPORATE GOVERNANCE
   

Meetings and Attendance

Director Independence

12MINERALS TECHNOLOGIES   2017 Proxy Statement

Board Leadership Structure

Board Size and Committees

Identification and Evaluation of Directors

MINERALS TECHNOLOGIES   2017 Proxy Statement13​

Director Qualifications and Diversity Considerations

14MINERALS TECHNOLOGIES   2017 Proxy Statement

Board and Committee Self-Evaluation

Term Limits

Director Stock Ownership Requirements

MINERALS TECHNOLOGIES   2017 Proxy Statement15​

The Board’s Role in Risk Oversight

The Board’s Role in Succession Planning

Shareholder Proposals and Nominations

16MINERALS TECHNOLOGIES   2017 Proxy Statement

Majority Voting

Communications with Directors

MINERALS TECHNOLOGIES   2017 Proxy Statement17​

COMMITTEES OF THE BOARD OF DIRECTORS

   

The Audit Committee

The Compensation Committee

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Compensation Committee Interlocks and Insider Participation

There were no Compensation Committee interlocks or insider (employee) participation during 2016.

The Corporate Governance and Nominating Committee

MINERALS TECHNOLOGIES   2017 Proxy Statement19​

REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

   

20MINERALS TECHNOLOGIES   2017 Proxy Statement

EXECUTIVE OFFICERS

Set forth below are the names and ages of all executive officers of the Company indicating all positions and offices with the Company held by each such person, and each such person’s principal occupations or employment during the past five years.

•

Douglas T. Dietrich was elected Chief Executive Officer effective December 13, 2016 having served previously as Senior Vice President, Finance and Treasury, Chief Financial Officer effective January 1, 2011. Prior to that, he was appointed Vice President, Corporate Development and Treasury effective August 2007. He had been Vice President, Alcoa Wheel Products since 2006 and President, Alcoa Latin America Extrusions and Global Rod and Bar Products since 2002.

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•

Brett Argirakis was elected Vice President and Managing Director, Minteq International in January 2016. Prior to that, he was Global Vice President & General Manager, Refractories. Prior to that, he was Director, Marketing, Minteq Europe. Prior to that, he served as Director of Sales and Field Operations for Minteq U.S. Mr. Argirakis joined the Company in 1987 and has held positions of increasing responsibility.

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•

Gary L. Castagna was named Group President, Performance Materials and Construction Technologies in March 2017. Prior to that, he was elected Senior Vice President and Managing Director, Performance Materials in May 2014. Prior to that, he was Executive Vice President of AMCOL and President of Performance Materials segment since May 2008. Prior to that, he had been the Senior Vice President, Chief Financial Officer and Treasurer of AMCOL since February 2001 and a consultant to AMCOL since June 2000. Prior to that, he was the Vice President of AMCOL and President of Chemdal International Corporation (former subsidiary of AMCOL) since August 1997.

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•

Michael A. Cipolla was elected Vice President, Corporate Controller and Chief Accounting Officer in July 2003. Prior to that, he served as Corporate Controller and Chief Accounting Officer of the Company since 1998. From 1992 to 1998 he served as Assistant Corporate Controller.

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•

Matthew E. Garth was elected Senior Vice President, Finance and Treasury, Chief Financial Officer effective January 16, 2017. Mr. Garth joins the Company from Arconic Inc. (formerly Alcoa Inc.), where most recently he had been Vice President, Financial Planning & Analysis and Investor Relations since 2015. Prior to his most recent position, he was Vice President, Finance & CFO Operations-Alcoa Global Packing from 2014 to 2015; Vice President, Finance- Alcoa Global Packing from 2011 to 2014; Vice President, Finance – Alcoa North American Rolled Products from 2010 to 2011; Director, Investor Relations Alcoa Inc. from 2009 to 2010; Director, Corporate Treasury Alcoa Inc. from 2007 to 2009.

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•

Jonathan J. Hastings was elected Senior Vice President, Corporate Development effective September 2012. Before that, he was Vice President, Corporate Development. Prior to that, he was Senior Director of Strategy and New Business Development—Coatings, Global at The Dow Chemical Company. Prior to that he held positions of increasing responsibility at Rohm and Haas, including Vice President & General Manager—Packaging and Building Materials— Europe.

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•

Andrew M. Jones was elected Vice President and Managing Director, Energy Services in October 2016. Prior to that, he was Vice President and Managing Director, Eastern Hemisphere, Energy Services since 2014. Prior to that, he was the Vice President of CETCO Oilfield Services West Africa since 2012. Prior to that, he was Managing Director of Africa Oilfield Services since 2009.

​

MINERALS TECHNOLOGIES   2017 Proxy Statement21​

•

Douglas W. Mayger was elected Senior Vice President and Director—MTI Supply Chain in November 2015. Prior to that, he was Senior Vice President, Performance Minerals and Supply Chain. Prior to that, he was Vice President and Managing Director, Performance Minerals, which encompasses the Processed Minerals product line and the Specialty PCC product line. Prior to that, he was General Manager—Carbonates West, Performance Minerals and Business Manager—Western Region. Before joining the Company as plant manager in Lucerne Valley in 2002, he served as Vice President of Operations for Aggregate Industries.

​

•

Thomas J. Meek was elected Senior Vice President, General Counsel and Secretary, Chief Compliance Officer in October 2012. In December 2011, he was given the additional responsibility for Human Resources. Prior to that, he was Vice President, General Counsel and Secretary of the Company effective September 1, 2009. Prior to that, he served as Deputy General Counsel at Alcoa Inc. Before joining Alcoa Inc. in 1999, Mr. Meek worked with Koch Industries, Inc. of Wichita, Kansas, where he held numerous supervisory positions. His last position there was Interim General Counsel. From 1985 to 1990, Mr. Meek was an Associate/Partner in the Wichita, Kansas law firm of McDonald, Tinker, Skaer, Quinn & Herrington, P.A.

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•

W. Rand Mendez was elected Senior Vice President and Managing Director, Paper PCC in July 2015. Prior to that, Mr. Mendez was with E. I. du Pont de Nemours and Co., where he held a variety of operational and product leadership positions across a number of businesses. Mr. Mendez joined DuPont in 1982 and assumed positions of increasing responsibility. In 1996, he was appointed Global Business Manager, DuPont Specialty Chemicals. He was subsequently named Sales and Marketing Director, DuPont Surfaces; Business Director, DuPont Safety Resources; and in 2008, Corporate Marketing Director, DuPont Corporate Marketing & Sales.

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•

D.J. Monagle III was named Group President, Specialty Minerals and Refractories in March 2017. Prior to that, he was Senior Vice President, Chief Operating Officer—Specialty Minerals Inc. and Minteq Group, effective February 2014. Prior to that, he was Senior Vice President and Managing Director, Paper PCC, effective October 2008. In November 2007, he was appointed Vice President and Managing Director—Performance Minerals. He joined the Company in January of 2003 and held positions of increasing responsibility including Vice President, Americas, Paper PCC and Global Marketing Director, Paper PCC. Before joining the Company, Mr. Monagle worked for the Paper Technology Group at Hercules between 1990 and 2003, where he held sales and marketing positions of increasing responsibility. Between 1985 and 1990, he served as an aviation officer in the U.S. Army’s 11th Armored Cavalry Regiment, leaving the service as a troop commander with a rank of Captain.

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22MINERALS TECHNOLOGIES   2017 Proxy Statement

CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Policies and Procedures for Approval of Related Party Transactions

2016 Related Party Transactions

MINERALS TECHNOLOGIES   2017 Proxy Statement23​

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the ownership of Company common stock, as of January 31, 2017, by (i) each shareholder known to the Company that beneficially owned more than 5% of Company common stock, (ii) each director and nominee, (iii) each of the named executive officers, and (iv) all directors and executive officers as a group.

*

Less than 1%.

​

(a)

The address of each director and officer is c/o Minerals Technologies Inc., 622 Third Avenue, New York, New York 10017-6707.

​

(b)

Sole voting and investment power, except as otherwise indicated. Does not include “Share Equivalent Units.”

​

(c)

“Share Equivalent Units,” which entitle the officer or director to a cash benefit equal to the number of units in his or her account multiplied by the closing price of our common stock on the business day prior to the date of payment, have been credited to Messrs. Dietrich, Meek, Monagle, Castagna and Hastings under the Nonfunded Deferred Compensation and Supplemental Savings Plan; and to Mr. Breunig, Mr. Carmola, Dr. Clark, Messrs. Dunham, Robinson, Ms. Smith and Dr. Winter under the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors (See “Director Compensation” below.).

​

(d)

Based on a statement on Schedule 13G/A filed on January 25, 2017 with the SEC on behalf of Blackrock, Inc. According to Blackrock Inc.’s Schedule 13G/A, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Company’s common stock, but no such person’s interest in the Company’s common stock is more than 5% of the Company’s aggregate outstanding shares of common stock.

​

(e)

Based on a statement on Schedule 13G/A filed on February 7, 2017 with the SEC on behalf of investment adviser T. Rowe Price Associates, Inc.

​

(f)

Based on a statement on Schedule 13G/A filed on February 10, 2017 with the SEC on behalf of investment adviser Vanguard Group Inc.

​

(g)

96,387 of these shares are subject to options which are exercisable currently or within 60 days.

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(h)

106,153 of these shares are subject to options which are exercisable currently or within 60 days.

​

(i)

134,184 of these shares are subject to options which are exercisable currently or within 60 days.

​

(j)

14,486 of these shares are subjection to options which are exercisable currently or within 60 days.

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(k)

35,407 of these shares are subject to options which are exercisable currently or within 60 days.

​

(l)

491,449 of these shares are subject to options which are exercisable currently or within 60 days.

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24MINERALS TECHNOLOGIES   2017 Proxy Statement

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and any persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Based solely on a review of our records and of copies furnished to us of reports under Section 16(a) of the Securities Exchange Act of 1934, or written representations that no such reports were required, we believe that all reports required to be filed by our directors, officers and greater than 10% shareholders were timely filed.

MINERALS TECHNOLOGIES   2017 Proxy Statement25​

ITEM 1—ELECTION OF DIRECTORS

Director Nominees for Terms Expiring in 2017

Age 55

Currently a consultant for private equity. Former Executive Vice President, Chemicals at Axiall Corporation from 2010 to 2016. Executive Vice President and Chief Operating Officer, BASF Corporation and President Market and Business Development, North America, BASF SE, from 2005 to 2010. Increasing positions of responsibility since joining BASF Corporation in 1986 as a process engineer, including Global Marketing director, Fiber Products Division, from 1998 to 2000; director, Global Technology, Functional Polymers from 2000 to 2001; and Group Vice President, Functional Polymers from 2001 to 2005. Director of Minerals Technologies Inc. since 2014. Member of the Audit Committee and Corporate Governance and Nominating Committee of Minerals Technologies Inc.

Age 75

Retired President and Chief Operating Officer of Bethlehem Steel Corporation since January 2002. Chairman and Chief Executive Officer of Bethlehem Steel from April 2000 to September 2001. President and Chief Operating Officer from 1999 to April 2000 and President of the Sparrows Point division from 1993 to 1999. Director of Bethlehem Steel Corporation from 1999 to 2002. Director of Minerals Technologies Inc. since 2002. Chairman of the Board of Directors since September 2016 and member of the Compensation Committee and Corporate Governance and Nominating Committee of Minerals Technologies Inc.

26MINERALS TECHNOLOGIES   2017 Proxy Statement

Directors Whose Terms Expire in 2018

Age 61

Retired Former Segment President at Goodrich Corporation. Previously, President, Aerospace Customers and Business Development of United Technologies in 2012. From 1996 to 2012, held several positions of increasing responsibility at Goodrich, including Segment President for Actuation and Landing Systems and Segment President of Engine Systems and Group President for Engine/Safety/​Electronic Systems. From 1977 to 1996, held various engineering and general management positions at General Electric, including Manager of the M&I Engines Division’s Product Delivery Operation. Director of Minerals Technologies Inc. since 2013. Chairman of the Compensation Committee and member of the Audit Committee of Minerals Technologies Inc.

Age 53

Provost and Senior Vice President for Research since July 2016. Senior Vice President for Research since 2013 and Professor and Dean of the Hajim School of Engineering and Applied Sciences, University of Rochester since September 2008. Dean of the Pratt School of Engineering at Duke University August 2007 to September 2008. Between 1992 and August 2007, held increasing positions of academic responsibility at Duke University from Assistant Professor to Senior Associate Dean of Pratt School of Engineering and Chair, Mechanical Engineering and Materials Science. Chair of Strategic Research Advisory Board at AIT Austrian Institute of Technology GmbH since 2013. Director of Minerals Technologies Inc. since 2010. Chairman of the Corporate Governance and Nominating Committee and member of the Compensation Committee of Minerals Technologies Inc.

Age 56

Managing Director of PwC Strategy& since July 2016. Senior Executive Advisor of Booz & Company from December 2011 to July 2016. Company Group Chairman of Johnson & Johnson from 2007 to September 2011. Global President Consumer Healthcare Division of Pfizer from 2003 to 2006. North American President Consumer Healthcare Division of Pfizer from 2000–2002. Regional President, Australia and New Zealand of Warner-Lambert Company from 1999 to 2000. General Manager European Business Process Improvement of Warner Lambert Company from 1996 to 1998. Marketing Assistant, Assistant Product Manager of General Mills from 1984 to 1986. Member of the Capsugel Scientific and Business Advisory Board as of May 2012. Director of Minerals Technologies Inc. since 2012. Member of the Audit Committee and the Corporate Governance and Nominating Committee of Minerals Technologies Inc.

MINERALS TECHNOLOGIES   2017 Proxy Statement27​

Directors Whose Terms Expire in 2019

Age 48

Chief Executive Officer of Minerals Technologies Inc. since December 13, 2016. Served as Senior Vice President-Finance and Chief Financial Officer for Minerals Technologies Inc. since January 1, 2011 after serving three years as Vice President, Corporate Development and Treasury. Prior to joining Minerals Technologies Inc., Mr. Dietrich held positions of increasing leadership at Alcoa Inc., including Vice President, Alcoa Wheel Products—Automotive Wheels and president, Alcoa Latin America Extrusions. Director of Minerals Technologies Inc. since December 2016.

Age 57

President and Chief Operating Officer of Commercial Metals Company since January 2016. Senior Vice President and Chief Financial Officer of Commercial Metals Company from June 2011 to January 2016. Vice President and Chief Financial Officer of Gerdau Ameristeel from 2007–2011 and Treasurer beginning from July 2006. Senior Vice President and Chief Financial Officer of FARO Technologies, Inc. from February 2005 to July 2006. During the more than 20 prior years, Ms. Smith held positions of increasing financial leadership with Alcoa Inc. Director of Minerals Technologies Inc. since 2011. Chair of the Audit Committee and member of the Compensation Committee of Minerals Technologies Inc.

Age 68

Independent consultant and a Professor of Engineering Practice at the University of Michigan, where he teaches graduate level courses on Systems Engineering, Safety and Reliability, and Maritime Policy. In 2014, Dr. Winter was elected the Chairman of the Board for the American Lightweight Materials Manufacturing Innovation Institute, a 501(c)3 chartered in Michigan. In 2016, Dr. Winter was appointed as Chairman of the Australian Naval Shipbuilding Advisory Board by the Prime Minister of Australia. Dr. Winter served as the 74th Secretary of the Navy from January 2006 to March 2009. Previously, Dr. Winter held multiple positions in the aerospace and defense industry as a systems engineer, program manager and corporate executive. From 2000 to 2005, he was President and CEO of TRW Systems (later Northrop Grumman Mission Systems), which he joined in 1972. In 2002, he was elected a member of the National Academy of Engineering. Director of Minerals Technologies Inc. since 2014. Member of the Audit Committee and Corporate Governance and Nominating Committee of Minerals Technologies Inc.

28MINERALS TECHNOLOGIES   2017 Proxy Statement

ITEM 2—RATIFICATION OF APPOINTMENT OF AUDITORS
   

REPORT OF THE AUDIT COMMITTEE
   

Principal Accounting Fees and Services

The Company incurred the following fees for services performed by KPMG in fiscal years 2016 and 2015:

MINERALS TECHNOLOGIES   2017 Proxy Statement29​

30MINERALS TECHNOLOGIES   2017 Proxy Statement

ITEM 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

*

2014 and 2015 CEO Total Compensation as set forth in the Summary Compensation Table for Mr. Muscari, who was Chairman and Chief Executive Officer through September 2016. 2016 CEO Total Compensation includes compensation earned by Mr. Muscari through his death (including the value of options and DRSUs granted to Mr. Muscari in January 2016 that were ultimately forfeited upon his death) and the incremental compensation of the Interim Co-Chief Executive Officers, Mr. Dietrich and Mr. Meek earned for their services in such positions from September 2016 through December 2016. In December 2016, Mr. Dietrich was elected Chief Executive Officer.

​

**

2017 Target compensation for Mr. Dietrich.

​

MINERALS TECHNOLOGIES   2017 Proxy Statement31​

32MINERALS TECHNOLOGIES   2017 Proxy Statement

ITEM 4—ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY EXECUTIVE COMPENSATION VOTES

MINERALS TECHNOLOGIES   2017 Proxy Statement33​

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis provides you with a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. Our compensation program for senior executives is governed by the Compensation Committee, which determines the compensation of all eleven of the current executive officers of the Company. This discussion and analysis focuses on our named executive officers—our current Chief Executive Officer (who was also Chief Financial Officer throughout 2016 and served as Interim Co-Chief Executive Officer from September 2016 to December 2016 before being elected Chief Executive Officer in December 2016), our Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer (who also served as Interim Co-Chief Executive Officer from September 2016 to December 2016), our former Chairman and Chief Executive Officer (who passed away in September 2016), and the three other most highly compensated executive officers who were serving as executive officers on December 31, 2016. The named executive officers for 2016 were:

How We Tie Pay to Performance

Our executive compensation program is designed to reward the achievement of the short-term and long-term objectives of the Company, to attract and retain world-class talent, and to relate compensation to the value created for its shareholders. We also believe that as an employee’s level or responsibility increases, so should the proportion of performance-based compensation. As a result, our executive compensation programs closely tie pay to performance.

Company Performance

MTI continues to be a strong operating company, financially disciplined, transparent in its communications, close to its customers, with an aligned management team and a very engaged workforce. In 2016, the Company delivered strong results as measured both by our financial performance and execution of our strategies of geographic expansion and new product innovation.

The integration of our 2014 acquisition of AMCOL International Corporation has been successfully completed, resulting in:

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•

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•

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34MINERALS TECHNOLOGIES   2017 Proxy Statement

Company Holds Numerous Leading Market Positions

The following is a summary of our performance highlights for 2016, as well as the improvements we have made over the past nine years. In this Compensation Discussion and Analysis, as well as in the Proxy Summary, we refer to earnings per share from continuing operations, operating income and EBITDA excluding special items, which are non-GAAP financial measures. See Appendix A to this Proxy Statement for a reconciliation to our results as reported under GAAP.

Financial Performance Highlights

The Company achieved record earnings for the seventh consecutive year with earnings of  $4.47 per share, excluding special items, as compared with $4.31 per share in 2015. This represents an 85% increase over MTI’s 2013 pre-acquisition earnings of  $2.42 per share as we have doubled the size and increased the value of MTI through the 2014 acquisition of AMCOL. These earnings were accomplished through growth in our key businesses, effective cost control and successful integration of the businesses acquired as part of the AMCOL acquisition. In 2016, we improved our earnings despite the significant loss of revenue from the Energy Services segment due to weak market conditions in the oil and gas sector. Additionally, foreign exchange had a negative impact on sales of  $34 million and operating income by $5 million.

MINERALS TECHNOLOGIES   2017 Proxy Statement35​

•

Operating income was $257.2 million and operating margins increased to 15.7% of sales as compared with 14.3% of sales in 2015. Four of five of our business segments generated double digit operating margins.

​

•

Operating margin increased from 11.4% of sales in 2012 to 15.7% of sales in 2016. This improvement was attributable to cost and expense control, productivity improvements and operational excellence as well as strong contributions from the acquired businesses.

​

36MINERALS TECHNOLOGIES   2017 Proxy Statement

•

EBITDA was $353 million representing 21.5% of sales in 2016.

​

•

Our Minerals Businesses, which comprises the Specialty Minerals, Performance Materials and Construction Technologies segments represented about 78% of MTI’s sales and 85% of MTI’s operating income in 2016. These businesses are less cyclical than our Service Businesses and operating income for these businesses was 17.5% of sales in 2016. The profitability of the Minerals Businesses has more than doubled from pre-acquisition levels.

​

•

Our Service Businesses of Energy Services and Refractories have had a difficult year in 2016. While sales have been affected by the steep decline in oil prices and weakness in steel, we have been able to maintain operating margins of 10.9% through overhead and operating cost reductions.

​

MINERALS TECHNOLOGIES   2017 Proxy Statement37​

•

Our consolidated operating income has more than doubled from pre-acquisition levels despite the weakness in our Service Businesses.

​

•

Our cash flow from operations for the year was strong at $225 million. We repaid $190 million of debt in 2016 and $480 million since the acquisition in 2014. Our net leverage ratio at the close of the acquisition was 4.5 and was 2.5 at the end of 2016.

​

•

​

•

The Company’s sales in China in 2016 grew 9% over 2016 to $135 million. Our growth was realized by penetrating our target markets through substitution in Paper PCC and Performance Materials, independent of GDP growth in China.

​

•

We continue to be a strong operating company with continued productivity improvement, employee engagement and significant cost savings. In 2016, productivity improved 7%.

​

38MINERALS TECHNOLOGIES   2017 Proxy Statement

Strategic Growth Highlights

•

The Company continued to execute on its growth strategies of geographic expansion and new product innovation and development. We began operations at a new 100,000 ton satellite facility in China.

​

•

The Company continues to see progress in its major growth strategy of developing and commercializing new products. We presently have twenty-six commercial contracts for FulFill®, our platform of technologies for high filler loading. We contintue to increase sales of our new lightweight pet litter products. In 2016, we also formed an EcoPartnership in China with the Sun Paper Group and Tsinghua University’s School of Engineering to pilot innovation with our New YieldTM process technology aimed at reducing soil and ground water pollution by converting a waste stream from the papermaking process into a useable filler for paper. Other technologies that have matured over the last year that we will begin marketing in China include geosynthetic clay liners, such as Resistex®, for environmental solutions to such problems as coal ash and red mud containment, and our Enersol® crop enhancement products.

​

•

Our new product development pipeline provides some insight into the new technologies that we have commercialized as well as others we are working to bring to the market place. The Company has a very strong pipeline with 245 new ideas under development. Clearly the acquisition has broadened our platform for growth through innovation.

​

•

M&A also represents a strategic growth initiative of the Company. In addition to creating a stronger platform for the development of new products, the AMCOL acquisition has also increased our opportunities for future acquisitions. Our M&A strategy is to extend existing business positions with geographic reach and strong technology positions to add to MTI’s business portfolio with the following criteria:

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•

Businesses that provide opportunities for further diversification that would lead to a more balanced, less cyclical portfolio

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MINERALS TECHNOLOGIES   2017 Proxy Statement39​

Operational Excellence and Safety

•

Our Specialty Minerals and Performance Materials Segments achieved record earnings. These segments continued to improve productivity and efficiency through a disciplined effort of deploying Operational Excellence and Lean principles.

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•

Our efforts to embed Operational Excellence and Lean principles into the Company began in 2007. In 2016 our employees held almost 4,000 Total Kaizen events (Kaizen events are highly focused improvement workshops that address a particular process or area) and generated over 45,097 ideas of which 70% were implemented.

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•

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40MINERALS TECHNOLOGIES   2017 Proxy Statement

Total Shareholder Return

For those who wish to consider total shareholder return when evaluating executive compensation, the graphs below compares Minerals Technologies Inc.’s cumulative 1-year, 3-year, and 5-year total shareholder return on common stock with the cumulative total returns of the S&P 500 Index, the Dow Jones US Industrials Index, the S&P Midcap 400 Index, the Dow Jones US Basic Materials Index, and the S&P MidCap 400 Materials Sector. We also present a comparison of the Company’s cumulative 3-year total shareholder return on common stock with the cumulative total return of the comparator group used for the Company’s long-term incentive plan during this period (see page 54). These graphs track the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) over the covered periods. In each case, the performance of our stock exceeds all of the comparator indices.

MINERALS TECHNOLOGIES   2017 Proxy Statement41​

Executive Compensation Practices

We highlight below certain executive compensation practices, both the practices we have implemented to incentivize performance and certain other practices that we have not implemented because we do not believe they would serve shareholders’ long-term interests:

42MINERALS TECHNOLOGIES   2017 Proxy Statement

Relationship Between Company Performance and Chief Executive Officer Compensation for 2016

   

​	History of Performance Unit Payouts							​
​	Grant Date	​	​	Three Year Performance Period	​	​	Actual Payout as a Percentage of Payout at Target Performance​	​
​	2014	​	​	2014 – 2016	​	​	154%​	​
​	2013	​	​	2013 – 2015	​	​	190%​	​
​	2012	​	​	2012 – 2014	​	​	266%​	​
​	2011	​	​	2011 – 2013	​	​	220%​	​
​	2010	​	​	2010 – 2012	​	​	150%​	​
​	2009	​	​	2009 – 2011	​	​	78%​	​
​	2008	​	​	2008 – 2010	​	​	40%​	​
​	2007	​	​	2007 – 2009	​	​	0%​	​
​	2006	​	​	2006 – 2008	​	​	0%​	​
​	2005	​	​	2005 – 2007	​	​	0%​	​

MINERALS TECHNOLOGIES   2017 Proxy Statement43​

Consideration of Results of 2016 Shareholder Advisory Vote

We engage in an extensive, ongoing shareholder engagement effort that we began in 2012. This consists of discussing corporate governance and compensation matters with our shareholders before the annual meeting as well as during proxy voting. We also engage with proxy advisory firms that represent the interests of various shareholders. We continued this shareholder outreach program in 2016, including contacting all of our top 49 shareholders, who at the time collectively held in excess of 83% of our stock. Specifically, we solicited our shareholders’ views on whether they considered the disclosure in our proxy statement sufficient and understandable, whether they had any concerns with our executive compensation program, especially our program’s design and the linkage between pay and performance, and whether there were any other ways we could enhance our corporate governance structure to be more effective in driving shareholder value. We also specifically requested feedback on the issue of proxy access. The shareholders that engaged with us responded positively with respect to our 2016 disclosure, to the changes we have made to our executive compensation program and corporate governance, and to the linkage between pay and performance under our executive compensation program.

At our 2016 Annual Meeting, our shareholders approved the 2015 compensation of our named executive officers with 61% of the shares voting on the matter at the meeting voting in favor. We believe that the approval of our 2016 “Say-on-Pay” proposal resulted in large measure from our shareholder engagement effort. In particular, during our outreach efforts, shareholders identified a number of improvements to our executive compensation program and corporate governance that they would like to see the Company implement. As result, in 2016 we implemented majority voting for directors. We also revised our officers’ change-in-control arrangements to reduce the severance payable upon a change-in-control to three times the officer’s base salary and target bonus, which we believe is in line with market practice. And, after the passing of Mr. Muscari in September 2016, the Board determined that it would be in the best interests of the Company and its stockholders to separate the Chairman of the Board and Chief Executive Officer roles.

The following is a sampling of several of the comments we received from our shareholders through this engagement process that reflected the overall response:

As a result of the majority of shares favoring our “Say-on-Pay” proposal at our 2016 Annual Meeting, and the positive feedback we received during our 2016 shareholder outreach program, we have substantially maintained our executive compensation policies. The Compensation Committee will continue to consider the views of our shareholders in connection with our executive compensation program and make improvements based upon evolving best practices, market compensation information and changing regulatory requirements.

44MINERALS TECHNOLOGIES   2017 Proxy Statement

What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers

We have structured the major portion of executive compensation as “total direct remuneration,” consisting of base salary, annual incentive awards and long-term incentive awards. Long-term incentive awards consist of stock options, Deferred Restricted Stock Units (“DRSUs”), and Performance Units awarded under our long-term incentive plan. Additional elements supplement the total direct remuneration. As illustrated in the accompanying table, in 2016, the majority of total direct compensation to our named executive officers was performance-based and at risk and was long-term in nature.

(1)

The only fixed component of total direct remuneration at the Company is base salary. All other elements of total direct remuneration are performance-based and at risk (not guaranteed). The short-term components are base salary and annual incentives. The cash component includes base salary, annual incentives and Performance Units (which are denominated in and pay out in cash).

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(2)

Does not take into account new compensation in December 2016 as CEO.

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The table below summarizes the compensatory elements of our program and briefly explains their purpose. Following the table, we provide a detailed description of each element, why we pay it, and what decisions were made for individual payments and awards in 2016.

MINERALS TECHNOLOGIES   2017 Proxy Statement45​

Base Salary

   

Annual Incentives

46MINERALS TECHNOLOGIES   2017 Proxy Statement

Summary of Payments

In January 2017, the Committee reviewed the results of the 2016 Annual Incentive Plan. Payments were determined based on the achievement of the performance factors described below. Individual performance ratings were submitted by the Chief Executive Officer for discussion and approval by the Committee. The performance factors actually achieved for 2016 and the resulting payments to the named executive officers under the 2016 Annual Incentive Plan were as follows:

(1)

Mr. Dietrich’s target percentage increased from 75% to 100% upon his election as Chief Executive Officer in December 2016. The target percentage of base salary for 2016 was pro-rated accordingly.

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As a result of his death, there was no Annual Incentive payout for Mr. Muscari for 2016.

Calculating the Performance Factor

   

MINERALS TECHNOLOGIES   2017 Proxy Statement47​

Company Level Financial Targets

   

Business Unit Level Financial Targets

   

48MINERALS TECHNOLOGIES   2017 Proxy Statement

Personal Performance Objectives

   

MINERALS TECHNOLOGIES   2017 Proxy Statement49​

Long-term Incentives

   

50MINERALS TECHNOLOGIES   2017 Proxy Statement

​	Performance Unit Payout History							​
​	Grant Date	​	​	Three Year Performance Period	​	​	Actual Payout as a Percentage of Payout at Target Performance​	​
​	2014	​	​	2014 – 2016	​	​	154%​	​
​	2013	​	​	2013 – 2015	​	​	190%​	​
​	2012	​	​	2012 – 2014	​	​	266%​	​
​	2011	​	​	2011 – 2013	​	​	220%​	​
​	2010	​	​	2010 – 2012	​	​	150%​	​
​	2009	​	​	2009 – 2011	​	​	78%​	​
​	2008	​	​	2008 – 2010	​	​	40%​	​
​	2007	​	​	2007 – 2009	​	​	0%​	​
​	2006	​	​	2006 – 2008	​	​	0%​	​
​	2005	​	​	2005 – 2007	​	​	0%​	​

Equal weighting is given to each of the three components. Thus, each of the three types of performance components contributes one-third of the final value of the Performance Unit. For each component, we calculate a payout level at the end of the performance period. The following tables set forth the payout levels for stated performance for each of the three components. Performance between the stated percentages is interpolated.

MINERALS TECHNOLOGIES   2017 Proxy Statement51​

ROC Performance relative to target ROC (one-third of Unit Value)

Company Stock Comparison to the S&P MidCap 400 Index and the Russell 2000 Index (one-third of Unit Value)

Company Stock Comparison to the Peer Company Index (one-third of Unit Value)

Interim Chief Executive Officer Arrangements

   

52MINERALS TECHNOLOGIES   2017 Proxy Statement

Retirement Programs

   

Severance Policies
   

Deferred Compensation

   

Perquisites

We provide only minimal perquisites that have a sound benefit to the Company’s business.

MINERALS TECHNOLOGIES   2017 Proxy Statement53​

How We Make Compensation Decisions

Objectives of Our Compensation Program for Named Executive Officers

   

Comparator Group Companies

   

Setting Total Direct Remuneration

   

54MINERALS TECHNOLOGIES   2017 Proxy Statement

Other Policies

   

MINERALS TECHNOLOGIES   2017 Proxy Statement55​

Tax Deductibility

2017 Compensation Program for Named Executive Officers

Decision-Making Responsibility

56MINERALS TECHNOLOGIES   2017 Proxy Statement

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee, comprised entirely of independent directors, reviewed and discussed the above Compensa­tion Discussion and Analysis with the Company’s management. Based on the review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

John J. Carmola, Chair
Robert L. Clark
Duane R. Dunham
Barbara R. Smith

MINERALS TECHNOLOGIES   2017 Proxy Statement57​

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Summary Compensation Table—2016

The following table summarizes the compensation of the named executive officers for the fiscal year ended December 31, 2016. The named executive officers include our current Chief Executive Officer (who was also Senior Vice President, Treasury and Finance, Chief Financial Officer throughout 2016 and served as Interim Co-Chief Executive Officer from September 2016 to December 2016 before being elected Chief Executive Officer in December 2016), our Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer (who also served as Interim Co-Chief Executive Officer from September 2016 to December 2016), our former Chairman and Chief Executive Officer (who passed away in September 2016), and the three other most highly compensated executive officers who were serving as executive officers on December 31, 2016. For purposes of determining the most highly compensated officers, the amounts shown in column (h) were excluded.

*

In September 2016, our former Chairman and Chief Executive Officer, Joseph C. Muscari, passed away unexpectedly. The Board named Douglas T. Dietrich, then Senior Vice President, Treasury and Finance, Chief Financial Officer of the Company, and Thomas J. Meek, then Senior Vice President, General Counsel and Secretary, Chief Compliance Officer of the Company, as Interim Co-Chief Executive Officers. In December 2016, the Board elected Mr. Dietrich as permanent Chief Executive Officer.

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**

Non-equity Incentive plan compensation consists of the following:

​

(1)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The Company calculates the “fair value” of stock awards under FASB ASC Topic 718 by multiplying the number of shares by the average of the high and low price of the Company’s common stock on

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58MINERALS TECHNOLOGIES   2017 Proxy Statement

the New York Stock Exchange on the grant date. See Note 4 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for the assumptions made in determining FASB ASC Topic 718 values.

(2)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The Company calculates the “fair value” of option awards under FASB ASC Topic 718 using the Black-Scholes valuation model. See Note 4 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for the assumptions made in determining FASB ASC Topic 718 values.

​

(3)

Amounts shown for 2016 represent the sum of   (i) 2016 Annual Incentive awards under the 2016 Annual Incentive Plan and (ii) the value of the Performance Units granted by the Company to the named executive officers for the performance period ending December 31, 2016, which vested on December 31, 2016, as detailed in the above note (**).

​

Amounts shown for 2015 represent the sum of   (i) 2015 Annual Incentive awards under the 2015 Annual Incentive Plan and (ii) the value of the Performance Units granted by the Company to the named executive officers for the performance period ending December 31, 2015, which vested on December 31, 2015. The value of these Performance Units was $189.55 per unit.

Amounts shown for 2014 represent the sum of   (i) 2014 Annual Incentive awards under the 2014 Annual Incentive Plan and (ii) the value of the Performance Units granted by the Company to the named executive officers for the performance period ending December 31, 2014, which vested on December 31, 2014. The value of these Performance Units was $265.67 per unit.

A Performance Unit is worth $100 per unit at target performance; at maximum performance, $300 per unit. If performance does not meet minimum threshold levels, the Performance Unit will be worth $0. See “Compensation Discussion and Analysis—What We Pay and Why: Elements of Our Compensation Program for Named Executive Officers—Long-term Incentives” for more information.

(4)

Amounts shown in column (h) are solely an estimate of the increase in actuarial present value during 2016 of the named executive officer’s normal retirement age (defined as the earliest age at which the executive can receive a benefit unreduced for early retirement) accumulated benefit under the Company’s Retirement Plan and the Supplemental Retirement Plan (our “PP&R” plans), in the cases of the named executive officers other than Mr. Castagna and Mr. Hastings, and the MTI Retirement Plan—PC&E and MTI Supplemental Retirement Plan—PC&E (our “PC&E” plans for former AMCOL International employees) for 2016, in the case of Mr. Castagna. Mr. Hastings does not participate in a pension plan. The amount attributable to each plan is shown in the table below:

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The change in pension values for Mr. Dietrich, Mr. Monagle, Mr. Meek, and Mr. Muscari are calculated under the cash balance formula, which is described in more detail in the narrative following the Pension Benefits table below. The accumulated benefit under the cash balance formula equals the projected annuity benefit payable at normal retirement age, assuming that the executive remains in employment but receives no future pay credits. The projected annuity benefit is calculated by first projecting the end-of-year cash balance account to normal retirement age using annual interest credits of 1.74% for 2016 calculations and 1.48% for 2015 calculations. The projected cash balance is then converted to an annuity using the September 2016 rates (1.47% for 5 years, 3.34% for next 15 years, 4.30% thereafter) and the 2017 IRS prescribed mortality table for 2016 calculations, and September 2015 rates (1.69% for 5 years, 4.11% for next 15 years, 5.07% thereafter) and the 2016 IRS prescribed mortality table for 2015 calculations.

Mr. Muscari passed away on September 3, 2016. His cash balance account was calculated as of October 1, 2016 and converted to an annuity using the June 2016 rates and the IRS prescriber mortality for 2016.

The present value of accumulated benefits is then calculated using the following discount rate and mortality assumptions:

MINERALS TECHNOLOGIES   2017 Proxy Statement59​

(5)

All Other Compensation for 2016 consists of the following:

​

All Other Compensation—2016

*

For Mr. Dietrich and Mr. Meek, consists of temporary monthly stipend for the time period each served as Interim Co-Chief Executive Officer.

​

**

Consists solely of financial counseling, except for $2,462 in medical reimbursements for Mr. Muscari pursuant to his employment agreement.

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***

Consists of plan match under the Savings and Investment Plan.

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60MINERALS TECHNOLOGIES   2017 Proxy Statement

Grants of Plan-Based Awards—2016

The following table provides information on the Annual Incentive Plan awards to each of the Company’s named executive officers in 2016 and the Performance Units, DRSUs and stock options granted in 2016 to each of the Company’s named executive officers under the Company’s long-term incentive program. The estimated future payouts of non-equity incentive plan awards listed in the table below depend on performance criteria described in footnote 2 below. There can be no assurance that such payouts will ever be realized.