Patrick Prevost
About Patrick Prevost
Independent director of Materion Corporation since 2019; age 69 in 2025. Former President & CEO of Cabot Corporation (2008–2016) with prior senior roles at BASF, BP, and Amoco, bringing deep chemical engineering, materials science, and global operating experience. The Board deems him independent under NYSE standards; he attended at least 75% of Board and assigned committee meetings, and all directors attended the prior annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabot Corporation | President & CEO | Jan 2008 – Mar 2016 | Led specialty chemicals and performance materials; strategic planning, acquisitions, and alliances |
| BASF AG | President, Performance Chemicals | Oct 2005 – Dec 2007 | Led North American Chemicals & Plastics prior roles; large-scale operations leadership |
| BP plc | Senior management roles | 1999 – 2003 | Global materials/chemicals operations |
| Amoco Chemicals | Senior management roles | 1983 – 1999 | Materials science and manufacturing leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Southwestern Energy Company | Director | Current in 2024; not listed as current in 2025 | 2024 proxy shows service; 2025 proxy references prior service (suggests departure by 2025) |
| Cabot Corporation | Director | Prior | Prior board service |
| General Cable Corporation | Director | Prior | Prior board service |
| New England Conservatory; French Cultural Center of Boston | Trustee | Prior | Non-profit governance roles |
Board Governance
- Committees: Compensation & Human Capital Committee (member); Nominating, Governance & Corporate Responsibility Committee (member). No chair roles disclosed .
- Independence: Board affirms independence (8 of 9 nominees independent; CEO is the only non-independent director) .
- Attendance: Board met 5 times in 2024 and 2023; all directors met ≥75% attendance; all attended the prior annual meeting .
- Board practices: Declassified board; Majority Voting Policy; executive sessions at each meeting led by independent Chair .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) | RSUs Granted (#) | Grant Date | Vest Date |
|---|---|---|---|---|---|---|
| 2023 | 75,000 | 121,160 | 196,160 | 1,148 | May 18, 2023 | May 18, 2024 |
| 2024 | 82,500 | 133,078 | 215,578 | 1,150 | May 10, 2024 | May 10, 2025 |
- Fee schedule: Annual retainer increased from $65,000 (2023) to $70,000 (2024); committee fees per year—Comp & Human Capital: $5,000 → $7,500 (chair $15,000 → $17,500); Audit: $5,000 → $10,000 (chair $20,000 → $25,000); NGCR: $5,000 (chair $10,000); Chair of Board: $60,000 → $85,000 .
- Deferrals: Prevost elected to defer 100% of his director compensation into deferred stock units (DSUs) in both 2023 and 2024 ; DSU framework detailed in Director Equity Plan and the 2025 Plan .
Performance Compensation
| Element | Structure | Metrics | Limits/Clawbacks |
|---|---|---|---|
| Annual RSUs for directors | Time-based (1-year), settled in stock; typical valuation based on meeting-day close | No performance metrics for director RSUs | Non-employee director annual compensation capped at $850,000 (grant-date value) in 2025 Plan; NYSE-compliant clawback policy and supplemental clawback; equity award recapture for detrimental conduct |
- 2025 Equity & Incentive Compensation Plan consolidates prior director plan; prohibits repricing of underwater options/SARs; sets fair-market grant price floor; enables DSU deferrals for directors .
Other Directorships & Interlocks
| Company | Industry Relationship to MTRN | Potential Interlock/Conflict Considerations |
|---|---|---|
| Southwestern Energy | Energy E&P; no apparent direct supplier/customer overlap disclosed | Service noted in 2024; not listed in 2025—no related-party transactions disclosed by MTRN |
| Cabot; General Cable | Chemicals/materials; wire/cable | Prior service only; no current related-party transactions noted |
Expertise & Qualifications
- Chemical engineering and materials science expertise; extensive global manufacturing leadership; M&A and strategic alliances; financial and operational acumen relevant to advanced materials .
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Class | Ownership Detail |
|---|---|---|---|
| Jan 31, 2024 | 11,912 | <1% | Includes 11,912 deferred shares under the Director Plan |
| Jan 31, 2025 | 13,854 | <1% | Includes 13,854 deferred shares under the Director Plan |
- Ownership guidelines: As of 2023, non-employee directors required to hold 5× annual cash retainer; all non-employee directors met guidelines. Anti-hedging and anti-pledging policy in place; directors must retain shares until guidelines met .
- Governance summary pages note 4× requirement historically; 2025 CD&A notes guideline increase to 6× for CEO and non-employee directors (reflects upward tightening of alignment standards) .
Insider Trades and Section 16 Compliance
| Year | Item | Note |
|---|---|---|
| 2023 | Late Form 4 filings | Administrative error caused one late Form 4 for RSU grant and an additional late Form 4 for dividend-equivalent accruals for multiple non-employee directors, including Prevost |
| 2024 | Late filings | Late filings noted for certain executives (CEO, CFO, GC); no late filings disclosed for non-employee directors in 2024 |
Governance Assessment
- Board effectiveness: Active membership on Compensation & Human Capital and NGCR committees indicates engagement with pay, talent, ESG, and board evaluation processes. CHC report bears Prevost’s signature, evidencing direct involvement in executive pay oversight .
- Alignment: 100% compensation deferral into DSUs and increasing personal beneficial holdings support “skin-in-the-game.” Ownership policies and no-hedging/no-pledging strengthen alignment .
- Independence & conflicts: Independent status affirmed; NGCR oversees related-party transactions; no related-party transactions reported in 2023–2024 .
- Risk indicators: No legal proceedings disclosed; strong clawback and anti-repricing provisions under the 2025 Plan; minor administrative late Section 16 filings in 2023 are a low-severity compliance item but worth monitoring .
- Investor sentiment: Say-on-pay approvals were 92% (2023) and 94% (2024), supporting confidence in compensation governance overseen by committees including Prevost .
RED FLAGS: Administrative late Section 16 filings in 2023 for non-employee directors, including Prevost (process weakness, though low severity) .
Positive signals: Full independence, committee engagement, DSU deferral of 100% director pay, and tightening stock ownership guidelines (toward 6×) .