D.J. Monagle
MINERALS TECHNOLOGIESAbout D.J. Monagle
D.J. Monagle, III is Group President, Consumer & Specialties at Minerals Technologies Inc. (MTX), and one of the company’s named executive officers. He had 22.0 years of credited service as of year-end 2024, indicating long-tenured leadership within MTX . In 2024, his segment delivered operating income of $166M with operating margin of 14.5% excluding special items—up 230 bps year over year—while MTX overall achieved record operating income and EPS, operating margin of 14.9% excluding special items, and 16% underlying operating income growth; cumulative MTX TSR from 2020 to year-end 2024 reached $134.81 on a hypothetical $100 investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Minerals Technologies Inc. | Group President, Consumer & Specialties | 2024 | Segment operating margin expanded +230 bps to 14.5% on stronger HPC and Specialty Additives execution |
| Minerals Technologies Inc. | Lead, Operational Excellence Lead Team | 2024 | Embedded Lean/Hoshin; segment productivity +5.6% vs 4% target; supports margin, cash, safety |
External Roles
- None disclosed in the 2025 proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 612,289 | 642,081 | 674,060 |
| Stock Awards ($) | 664,312 | 697,554 | 759,540 |
| Option Awards ($) | 396,536 | 455,347 | 247,625 |
| Non-Equity Incentive Plan Compensation ($) | 931,167 | 1,107,921 | 1,474,064 |
| Change in Pension Value ($) | 128,884 | 189,696 | (56,235) |
| All Other Compensation ($) | 17,200 | 18,200 | 18,800 |
| Total ($) | 2,750,389 | 3,110,799 | 3,117,854 |
Additional 2024 details:
- Base salary at 12/31/2024: $678,159 (5% increase YoY)
- Target annual bonus: 75% of base salary; performance factor achieved: 148.4%; cash bonus paid: $754,826
- Perquisites ($5,000 financial counseling) and 401(k) match ($13,800) comprised his $18,800 “All Other Compensation”
Performance Compensation
2024 Annual Incentive Design and Outcomes (Monagle)
| Element | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Company financial (OI & RONA composite) | 20% | OI $286M; RONA 8.5% | OI $316M; RONA 9.4% | 150.8% |
| Segment financial (Consumer & Specialties) | 50% | See business unit matrices | Composite factor | 155.6% |
| Personal performance | 30% | Defined goals | Achieved | 134.8% |
Personal metric details (Consumer & Specialties):
- Operating income as % of sales: target +130 bps vs 2023; actual +230 bps to 14.5%; payout 175.7%
- Productivity: target +4.0%; actual +5.6%; payout 165.0%
- Working capital efficiency: target +2.3%; actual < threshold; payout 0%
2024 Long-Term Incentive Grants
| Instrument | Grant date | Units/Shares | Vesting | Valuation/Terms |
|---|---|---|---|---|
| Performance Units | 1/23/2024 | 9,494 | Cash payout after 3-year period (2024–2026) | Payout per unit based on equal-weighted (1/3 each) ROC vs target (threshold 7.0%, target 9.1%, max 10.8%), MTX TSR vs S&P 600/Russell 2000 (threshold 75%, target 100%, max 130%), MTX TSR vs Peer Index (threshold 75%, target 110%, max 130%) |
| DRSUs | 1/23/2024 | 11,384 | Ratable over 3 years; 50% of after-tax shares retained for 5 years | Grant-date fair value $759,540 |
| Stock Options | 1/23/2024 | 9,777 | Ratable over 3 years; 50% of after-tax appreciation retained in stock for 5 years | Exercise price $66.72; grant-date fair value $247,625 |
Program structure: 2024 LTI mix increased performance-based weighting to 50% (Performance Units), DRSUs 40%, Options 10% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 216,132 shares; less than 1% of outstanding (31,820,088) |
| Options exercisable within 60 days | 131,013 |
| Unvested DRSUs at 12/31/2024 | 21,594 units; market value $1,645,679 (at $76.21) |
| Unexercisable options (select 2022–2024 grants) | 5,448 (2022), 12,088 (2023), 9,777 (2024) |
| Stock ownership guideline | 4× base salary for Group Presidents; all NEOs in compliance as of 3/18/2025 |
| Hedging/pledging | Prohibited; no short sales, derivatives, margin or pledging allowed |
| Retention requirements | Hold 50% of after-tax option gains and 50% of DRSU shares for 5 years |
| Deferred compensation | 2024 deferrals $174,491; earnings $221,297; 12/31/2024 balance $2,488,738 |
| Pension (present value) | Retirement Plan $343,160; Supplemental Retirement Plan $612,423 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Initial term 18 months, auto-extends monthly; minimum salary protection; standard confidentiality |
| Non-compete & non-solicit | Non-compete during employment and for 2 years post-termination (subject to continued payments) |
| Severance (no CIC) | 1.5× base salary + target bonus; plus 18 months benefits (present value) for NEOs other than CEO |
| Change-in-control (CIC) | 3.0× base salary + target bonus; double-trigger accelerated vesting; benefits for 24 months; no excise tax gross-ups; payments reduced if needed to avoid §4999 excise tax |
| Estimated CIC payouts (as of 12/31/2024, $76.21 share price) | Severance $3,560,335; benefits $85,894; accelerated DRSUs $1,645,679; option value $250,163; Performance Units $2,311,200 |
| Clawback | Recoup incentive compensation upon material accounting restatement (3 prior years) |
| Grant timing | Annual grants approved in January; no “spring-loading” or “bullet-dodging” |
Investment Implications
- Alignment strong: 50% performance-based LTI tied to ROC and relative TSR, strict stock retention rules, 4× salary ownership guideline, and clawback—all reduce misaligned windfalls and promote durable performance .
- Execution signals: Segment margin expansion (+230 bps to 14.5%), productivity outperformance (+5.6%), and company OI/RONA beat vs 2024 targets support high incentive payout quality; working capital underperformance (0% payout) flags continued cash discipline focus .
- Retention and selling pressure: Three-year vesting and five-year post-exercise/vest retention materially temper near-term selling; prohibited hedging/pledging further lowers overhang risk .
- Downside protection to shareholders: No excise tax gross-ups; double-trigger CIC vesting; independent comp committee and FW Cook advisory mitigate pay inflation and governance risk .
- Benchmarking and say-on-pay: Peer group refined (added Orion S.A., Tronox; removed Venator post-bankruptcy); 79% support on 2024 say-on-pay indicates acceptable program with room to engage investors on capital efficiency metrics (RONA, WC) .
Related-party transactions: None over $120,000 in 2024; governance policies limit conflicts .
Shareholder engagement: Outreach to holders of ~87% of stock; feedback led to raising performance LTI weight to 50% and maintaining double-trigger CIC vesting .