Alison Deans
MINERALS TECHNOLOGIESAbout Alison A. Deans
Independent director of Minerals Technologies Inc. since 2019; age 63. Background in investment management and financial services, including Chief Investment Officer roles at CRT and Lehman Brothers/Neuberger Berman, and senior finance positions at BankOne and Travelers/Citigroup. Affirmed as an independent director by the Board under NYSE standards. Serves on the Compensation and Corporate Governance & Nominating Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRT (diversified financial services) | Chief Investment Officer | 2014–2015 | Oversaw investment policy, risk, performance measurement. |
| Lehman Brothers/Neuberger Berman | Head of Equities & Private Asset Management; CIO (fixed income & equities oversight; Equity Research) | 2004–July 2009 | Led equity research and performance measurement functions. |
| BankOne | CFO, Commercial Banking | 2000–2003 | Senior finance leadership in commercial banking. |
| Travelers/Citigroup | Director of Development (Citigroup) | 1999–2000 (part of 9 years at Travelers/Citigroup) | Corporate development initiatives. |
External Roles
| Category | Details |
|---|---|
| Other U.S. public company boards | 0 current boards. |
| Private/non-profit/academic boards | Not disclosed in proxy. |
| Committee roles at other companies | Not disclosed. |
Board Governance
- Committee memberships: Compensation Committee member; Corporate Governance & Nominating Committee member. 100% independent committees; both met 4 times in 2024 with 100% attendance. Audit Committee (six meetings) does not list Deans as a member.
- Independence: Board affirmatively determined Alison Deans is independent; nine of ten directors independent.
- Attendance: Board met 5 times in 2024; each director attended >75% of Board and committee meetings; independent directors hold executive sessions at each regular Board meeting.
- Board leadership: Combined Chair/CEO with a Lead Independent Director (Robert L. Clark) who serves ex-officio on each committee.
- Stock ownership requirements: Minimum 400 shares outright and at least 5x annual cash retainer; as of March 18, 2025 all directors met requirements.
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (phantom units) | $125,000 |
| All Other Compensation (phantom unit dividends) | $5,078 |
| Total | $225,078 |
| Annual retainer structure (non-employee directors) | $80,000 cash + $125,000 units; additional retainers: Audit Chair $30,000; Audit Member $10,000; Compensation Chair $22,500; Compensation Member $7,500; Governance Chair $22,500; Governance Member $7,500; Lead Independent Director $25,000. |
Notes:
- Each non-employee director received 1,542 phantom stock units on May 15, 2024 at $81.08 per unit grant-date price; phantom units are non-forfeitable and pay cash upon board service termination.
- Company does not grant stock options or non-equity incentive plan compensation to non-employee directors; no director pension participation.
Performance Compensation (Director)
| Metric Category | Structure | 2024 Details |
|---|---|---|
| Performance-based annual incentive | Not applicable to directors | Company states non-employee directors are not compensated via non-equity incentive plans. |
| Stock options (performance leverage) | Not granted to directors | No repricing/backdating; not a director vehicle. |
| Equity grant design | Phantom stock units (time-based) | 1,542 units granted on May 15, 2024; fair value $125,000. |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks | None in 2024. |
| Shared directorships with competitors/suppliers/customers | Not disclosed. |
| Corporate Governance & Nominating Committee activities | Governance structure review; board refreshment; shareholder feedback; sustainability oversight; annual performance assessment; education. Deans is listed among committee members submitting the annual report. |
Expertise & Qualifications
- High financial literacy from senior roles at CRT, Lehman/Neuberger, BankOne, and Travelers/Citigroup.
- Market experience as CIO across equities and fixed income.
Equity Ownership
| As of | Beneficial Shares | Percent of Class | Share Equivalent Units (Deferred/Phantom) |
|---|---|---|---|
| March 18, 2025 | 400 | Less than 1% (31,820,088 shares outstanding) | 12,824 |
| December 31, 2024 | — | — | 12,803 phantom stock units |
Additional alignment policies:
- Directors must hold minimum 400 shares plus meet 5x cash retainer guideline; all directors in compliance as of March 18, 2025.
- Company prohibits hedging, pledging, and short sales by executives; stringent ownership and retention requirements apply to officers, with clawback policy in place.
Governance Assessment
- Strengths: Independent status; active service on Compensation and Governance committees; strong attendance and committee independence; no related-party transactions >$120,000 involving directors in 2024; no Compensation Committee interlocks.
- Alignment: Meets director stock ownership guidelines; holds 400 shares outright and significant phantom unit balance; director equity awarded as phantom units with dividend equivalents, payable in cash at service end.
- Shareholder sentiment: 2024 Say-on-Pay approval for 2023 NEO compensation at 79% support; continued engagement and maintenance of policies in 2024–2025.
- RED FLAGS: None disclosed for attendance, interlocks, related-party transactions, or hedging/pledging. Note that director equity is issued as phantom units (cash-settled), not shares; alignment rests on ownership guidelines compliance.