Robert Toth
About Robert B. Toth
Independent director of Materion Corporation; age 64; director since 2013. Former CEO/Chairman of Polypore International (2005–2015; Chairman 2011–2015), Managing Director at CCMP Capital Advisors (2016–2019), CEO of CP Kelco, and 19 years at Monsanto/Solutia in executive roles. Designated “audit committee financial expert” by the Board, with deep experience in senior management, finance, operations, and specialty materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CCMP Capital Advisors | Managing Director | 2016–2019 | Private equity advisory experience |
| Polypore International | President, CEO, Director; Chairman | CEO 2005–2015; Chairman 2011–2015 | Led high-tech filtration company; sector leadership |
| CP Kelco ApS | President, CEO, Director | Not disclosed | Operational leadership in specialty materials |
| Monsanto/Solutia | Various executive/managerial roles | 19 years | Finance and operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SPX Technologies | Director | Current | Public company board service |
| PQ Corporation | Director | Prior service (dates not disclosed) | Prior public board |
| Hayward Industries, Inc. | Director | Prior service (dates not disclosed) | Prior public board |
| Several private equity firms | Advisor | Current (not dated) | Ongoing advisory roles |
Board Governance
- Independence: Toth is an independent director (NYSE standard) and serves on committees composed of independent directors; the CEO was the only non-independent director in 2024 .
- Committees: Member, Audit and Risk Committee (financial expert); Member, Nominating, Governance, and Corporate Responsibility Committee .
- Attendance: Board held 5 meetings; all directors attended at least 75% of Board and assigned committee meetings and attended the annual meeting (2023 and 2024) .
- Executive sessions: Non-management directors meet in executive session each regular meeting; structured by the Non-Executive Chairman .
- Majority voting: Resignation policy for “majority withheld” outcomes with 90-day review by the Nominating, Governance, and Corporate Responsibility Committee .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Audit & Risk Committee meetings | 6 | 6 |
| Nominating, Governance & Corporate Responsibility Committee meetings | 5 | 5 |
| Director attendance threshold met | ≥75% for all directors | ≥75% for all directors |
| Audit committee financial expert status (Toth) | Yes | Yes |
Fixed Compensation
| Component | 2023 Amount | 2024 Amount | Notes |
|---|---|---|---|
| Annual board cash retainer | $65,000 | $70,000 | Policy levels per year |
| Committee fees (Audit member) | $5,000 | $10,000 | Member fee per year |
| Committee fees (Nominating member) | $5,000 | $5,000 | Member fee per year |
| Total Fees Earned in Cash (Toth) | $80,000 | $85,000 | Reported totals |
- No meeting fees disclosed; compensation is structured as retainer plus committee fees and equity .
Performance Compensation
Non-employee director equity is time-based RSUs; no performance metrics or options disclosed for directors.
| Equity Award | Grant Date | Shares/Units | Valuation Basis | Vesting |
|---|---|---|---|---|
| RSUs (annual) | May 18, 2023 | 1,148 units | $121,160 grant-date fair value; price $105.54 | Vests May 18, 2024 (service-based) |
| RSUs (annual) | May 10, 2024 | 1,150 units | $133,078 grant-date fair value; price $115.72 | Vests May 10, 2025 (service-based) |
| Director Equity Plan policy | Annual grant value | $120,000 (2023) | $130,000 (2024) | One-year restriction; paid in common stock |
No director options or PSUs outstanding as of year-end; awards are time-based RSUs per Director Equity Plan .
Other Directorships & Interlocks
| Company | Relationship to MTRN | Potential Interlock/Conflict |
|---|---|---|
| SPX Technologies (current) | Not disclosed | No related-party transaction disclosed; Nominating Committee reviews related-party transactions |
| PQ Corporation (prior) | Not disclosed | None disclosed |
| Hayward Industries (prior) | Not disclosed | None disclosed |
Expertise & Qualifications
- Senior leadership in manufacturing and specialty materials; finance and operations; audit committee financial expertise .
- Private equity experience; advisory roles to PE firms .
- Strategic and operational insight for advanced materials industry; board skills matrix supports varied expertise across Board .
Equity Ownership
| Metric | Jan 31, 2024 | Jan 31, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 24,519 | 25,671 |
| Percent of class | <1% | <1% |
| Deferred shares under Director Plan | Not listed for Toth (others noted) | Not listed for Toth (others noted) |
- Stock Ownership Guidelines: Non-employee directors must own shares equal to 5× annual board cash retainer; 75% of net shares from equity awards must be held until guidelines achieved; all non-employee directors met guidelines as of Dec 31, 2023 .
- Anti-hedging/pledging: Prohibited for directors; no share hedging or pledging activities permitted .
- Section 16 compliance: No delinquent filings disclosed for directors; late filings noted for certain executives only .
Governance Assessment
- Board effectiveness: Toth’s dual committee membership (Audit and Nominating) plus financial expert designation strengthens oversight of financial reporting, internal controls, and governance (including related party review and succession planning) .
- Alignment: Consistent equity-in-lieu RSUs with holding requirements and 5× retainer ownership guideline indicate strong long-term alignment; no hedging/pledging allowed .
- Engagement: Attendance met policy thresholds; Board maintains executive sessions and majority voting policy enhancing accountability .
- Compensation structure: Director cash/equity mix increased modestly YoY (retainer and RSU values rose to market levels); no options or performance-based awards for directors, reducing risk of pay-for-performance misalignment at the board level .
- Say-on-pay signal: 2024 NEO say-on-pay approval exceeded 94%, suggesting investor confidence in compensation governance; Committee remained dedicated to improvements despite strong support .
Red Flags
- None disclosed specific to Toth: no related-party transactions, pledging, or hedging. Private equity advisory roles warrant ongoing monitoring for potential conflicts, but oversight resides with the Nominating, Governance, and Corporate Responsibility Committee’s related-party review process .