Carolyn Pittman
MINERALS TECHNOLOGIESAbout Carolyn K. Pittman
Independent director at Minerals Technologies Inc. since 2017; age 61. Former Senior Vice President and Chief Accounting Officer at Maxar Technologies (2019–2023), with prior senior finance, controller, internal audit, and shared services roles at Huntington Ingalls Newport News Shipbuilding (2011–2018) and Northrop Grumman (1995–2011); began career at Ernst & Young (1985–1995). Core credentials include audit and financial literacy, enterprise risk management, ERP/governance/IT controls, and Certified Information Systems Auditor status; designated an Audit Committee Financial Expert at MTX .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxar Technologies | Senior Vice President & Chief Accounting Officer | Jul 2019 – Sep 2023 | Led accounting oversight; enhanced financial reporting controls |
| Huntington Ingalls, Newport News Shipbuilding | VP–Finance & Controller | 2011 – 2018 | Segment finance leadership; controller responsibilities |
| Northrop Grumman | VP & CFO, Enterprise Shared Services & IT; VP–Sector Controller; VP–Internal Audit; Chief Audit Executive | 1995 – 2011 | Enterprise shared services/IT finance; internal audit; risk management |
| Ernst & Young LLP | Audit & Assurance | 1985 – 1995 | External audit and assurance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other U.S. public company boards | None disclosed | — | MTX board matrix shows 0 other U.S. public boards for Pittman |
Board Governance
- Independence: Board affirmatively determined Pittman is independent; nine of ten directors are independent .
- Committees: Audit Committee (financial expert) and Corporate Governance & Nominating Committee; not a chair .
- Attendance: Board met 5 times in 2024; each director attended >75%; Audit (6 meetings) and Governance (4 meetings) reported 100% attendance in 2024 .
- Board leadership: Combined Chair/CEO structure with robust Lead Independent Director (Robert L. Clark) who presides over executive sessions at each regular meeting .
- Risk oversight: Audit oversees financial risk, cybersecurity and pensions; Governance oversees sustainability, board composition; Compensation oversees incentive design risk .
Fixed Compensation
| Component | 2020 | 2021 | 2022 | 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,500 | $97,500 | $97,500 | $97,500 (partially deferred) |
| Stock Awards ($) | $110,000 (phantom units) | $110,000 (phantom units) | $115,000 (phantom units) | $125,000 (phantom units) |
| All Other Compensation ($) | $1,284 (unit dividends) | $1,684 (unit dividends) | $2,075 (unit dividends) | $6,132 (unit dividends) |
| Total ($) | $208,784 | $209,184 | $214,575 | $228,632 |
- Retainer structure (2024): $205,000 annual retainer ($80,000 cash + $125,000 units); committee member fees: Audit $10,000, Governance $7,500; committee chairs higher; Lead Independent Director adds $25,000 .
- Director plan mechanics: Phantom units are non-forfeitable upon grant; units credited for deferred fees; payable in cash upon separation; unit dividends $0.10 per unit quarterly for first three quarters and $0.11 in Q4 2024 .
Performance Compensation
| Item | Directors Program Design (2024) |
|---|---|
| Performance-based pay | None; MTX does not use performance-based incentives for non-employee directors (no options, no non-equity incentives, no pension) |
| Equity vehicle | Phantom stock units; grant-date fair value and deferred fee units; vesting not performance-linked; cash payout at separation |
| Metrics | N/A for directors; executive metrics include Operating Income and RONA (context only) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None besides MTX (0 indicated) |
| Interlocks/conflicts | No compensation committee interlocks or insider participation in 2024 |
| Related-party transactions | None >$120,000 involving any related person since Jan 1, 2024 |
Expertise & Qualifications
- Financial literacy and senior finance leadership (Maxar, Huntington Ingalls, Northrop Grumman) .
- Operational experience in enterprise shared services and IT; governance/risk/controls; ERP conversion projects .
- Risk management (ERM, SOX risk matrices, business continuity); CISA credential .
- Audit Committee Financial Expert designation at MTX .
Equity Ownership
| Metric | 2021 | 2022 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficially owned shares (#) | 400 | 400 | 400 | 400 |
| Share equivalent/phantom units (#) | 8,861 | 10,967 | 15,519 | 15,610 |
| Ownership as % of shares outstanding | <1% | <1% | <1% | <1% |
| Pledging/hedging disclosed | None disclosed for directors (no pledges noted) | |||
| Stock ownership guidelines | Directors must hold ≥400 shares outright and total holdings ≥5x annual cash retainer; as of Mar 18, 2025 all directors met the requirement |
Governance Assessment
- Strengths: Independent status; audit financial expert; dual committee service; strong attendance; increasing equity-linked exposure via phantom units; adherence to robust stock ownership guidelines; no related-party transactions; board maintains a Lead Independent Director with defined authority and regular executive sessions .
- Compensation alignment: Cash/equity mix tilted to units ($125k per year) plus ability to defer fees into units; no options or performance incentives that could bias oversight; transparent committee fees .
- Potential red flags: None identified—no interlocks, no director-specific RPTs, and consistent attendance. Shareholder sentiment on executive pay (79% support in 2024) is adequate but not overwhelming; continued engagement advisable .
- Tenure: ~8 years on MTX board (since 2017), supporting continuity with refreshed board composition; board added six new directors in past nine years, increasing diversity .
Board Governance (Detail)
| Committee | Role | Meetings (2024) | Attendance |
|---|---|---|---|
| Audit | Member; Financial Expert | 6 | 100% committee attendance; directors >75% overall |
| Corporate Governance & Nominating | Member | 4 | 100% committee attendance; directors >75% overall |
Director Compensation Structure Analysis
| Element | Structure | Observations |
|---|---|---|
| Annual retainer | $205k ($80k cash + $125k units) | Stable cash base; greater equity-linked exposure |
| Committee member fees | Audit $10k; Governance $7.5k | Pittman earns both; total cash fees $97.5k in 2024 |
| Equity | Phantom units (1,542 granted May 15, 2024 at $81.08) | Non-forfeitable; paid in cash at separation; dividends accrued |
| Options/performance pay | None | Conservative, shareholder-friendly design |
Say-on-Pay & Shareholder Feedback
- 2024 annual meeting: 79% approval on advisory vote for 2023 NEO compensation; MTX maintained policies and increased performance-based LTI weighting to 50% following engagement .
Risk Indicators & RED FLAGS
- Related party transactions: None reported for 2024 .
- Committee interlocks: None in 2024 .
- Attendance/engagement: Committees at 100% attendance; directors >75% at board level .
- Hedging/pledging: No director pledging disclosures; executive hedging/pledging not permitted (context) .
Compensation & Incentives (Detail for Directors)
| Item | 2024 Details |
|---|---|
| Unit grant | 1,542 phantom stock units on May 15, 2024 at $81.08; non-forfeitable |
| Dividends on units | $0.10 per unit Q1–Q3; $0.11 per unit Q4; paid quarterly |
| Deferred fees | Pittman elected partial deferral of fees into units |
Employment & Contracts
- Director status; no employment contracts disclosed; no severance/change-in-control provisions specific to directors reported in proxy .
Expertise & Qualifications
- Financial literacy, operational and IT controls, ERM, SOX risk matrices, business continuity; CISA credential .
Other Notes
- Board size 10; Lead Independent Director charter specifies ex-officio membership across committees and direct shareholder engagement availability .
- Sustainability oversight: Governance Committee reviews and approves Corporate Sustainability Report; board receives regular lead team updates .