Douglas Dietrich
MINERALS TECHNOLOGIESAbout Douglas Dietrich
Douglas T. Dietrich, 56, is Chairman and Chief Executive Officer of Minerals Technologies Inc. (MTX); he has served as CEO since December 2016, was appointed Chairman in March 2021, and has been a director since 2016 . He previously served as MTX’s SVP-Finance & CFO (2011–2016) and earlier held leadership roles at Alcoa, including President, Alcoa Latin America Extrusions, and VP, Alcoa Wheel Products—Automotive Wheels . MTX delivered record 2024 operating income of $316M and EPS (ex-special items) of $6.15, expanded operating margin to 14.9% (ex-specials), generated $147M of free cash flow (~7% of sales), and reduced net leverage to 1.6x; over 2020–2024, MTX’s TSR turned a $100 stake into $134.81, modestly ahead of its compensation peer index at $131.14 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Minerals Technologies Inc. | SVP-Finance & CFO | 2011–2016 | Led finance and capital structure shaping the platform for subsequent growth and margin expansion . |
| Minerals Technologies Inc. | Chief Executive Officer | 2016–present | Oversaw record operating income/EPS (ex-specials), margin expansion to 14.9% (ex-specials) and strong FCF in 2024 . |
| Minerals Technologies Inc. | Chairman of the Board | 2021–present | Combined Chair/CEO model with a Lead Independent Director framework for oversight . |
| Alcoa Inc. | President, Alcoa Latin America Extrusions | — | International operating leadership in metals/manufacturing; groundwork for MTX’s operational and international focus . |
| Alcoa Inc. | VP, Alcoa Wheel Products—Automotive Wheels | — | Product/operations leadership in transportation end-markets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Kennametal Inc. (NYSE: KMT) | Director | 2025–present | Public company directorship added in 2025 . |
| Penn Cultural Heritage Center, University of Pennsylvania Museum | Chairman | Current | Board/academic governance and cultural stewardship . |
| Penn Museum, University of Pennsylvania | Director’s Council Member | Current | Advisory and governance role . |
Fixed Compensation
| Component (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,046,154 | 1,050,000 |
| Perquisites ($) | 51,904 | 55,776 | 57,569 |
| Note: 2024 fixed elements detail | Perquisites consist primarily of financial counseling up to $5,000; 401(k) match $13,800; supplemental savings plan match $38,769 . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Item | Detail |
|---|---|
| Target bonus (% of base) | 125% of base salary . |
| Weighting and 2024 achievement | Company financials 70% (achieved 150.8% of target); Personal goals 30% (achieved 128.4%) . |
| Company metrics and targets | Operating Income (ex-specials) threshold/target/max: $166M/$286M/$346M; actual $316M. RONA threshold/target/max: 4.9%/8.5%/10.2%; actual 9.4% . |
| Personal goal examples/payouts | Operating margin target 13.6% vs actual 14.9% → 187.4% payout; working capital improvement target 1.8% → below threshold (0%); productivity target 4.0% vs 4.3% → 115.0% . |
| Actual AIP payout (2024) | $1,891,008 (overall 144.1% of target) . |
Long-Term Incentives (LTI) – Program Design
| Vehicle | 2024 Weight | Vesting | Key terms |
|---|---|---|---|
| Performance Units (cash) | 50% | Cliff at end of 3-yr period (2024–2026) | 3 equally weighted components: (1) ROC vs target (7.0% thr / 9.1% tgt / 10.8% max); (2) TSR vs S&P SmallCap 600/Russell 2000 (75%/100%/130%); (3) TSR vs Peer Index (75%/110%/130%). Each component pays $0–$300; target $100 per unit . |
| Deferred RSUs (DRSUs) | 40% | Ratable over 3 years | 50% of after-tax shares must be held for 5 years . |
| Stock Options | 10% | Ratable over 3 years; 10-year term | Exercise price = average of high/low on grant date; 50% after-tax appreciation held 5 years . |
CEO – 2024 LTI Grants (Jan 23, 2024)
| Instrument | Quantity/Terms | Fair Value/Price |
|---|---|---|
| Performance Units | 27,563 units; threshold/target/max payout values $1,745,625 / $2,756,250 / $8,268,750 . | Target $100 per unit . |
| DRSUs | 33,049 units; vests in 3 equal installments starting 1/23/2025 . | Grant-date fair value $2,205,029 . |
| Stock Options | 28,382 options; exercise price $66.72; 10-yr term; 3-yr ratable vest . | Grant-date fair value $718,839; closing price $66.11 . |
LTI Performance and Realization
- 2022 grant (performance period 2022–2024) paid at 108.27% of target; CEO received $2,165,400 .
- Realizable vs reported total pay (CEO) shows strong stock-linked variability (e.g., 2024 realizable $7.77M vs reported $7.91M) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 468,721 shares (≈1.5% of outstanding); includes 304,560 options exercisable within 60 days . |
| Shares outstanding (calc base) | 31,820,088 as of Mar 18, 2025 . |
| Unvested DRSUs at 12/31/2024 | 64,845 units; market value $4,941,837 at $76.21 . |
| Options – exercisable (select grants) | Multiple tranches exercisable (e.g., strikes $78.03, $76.38, $73.70, $54.44, $57.67, $66.00) with expiries 2027–2031 . |
| Options – unexercisable | 16,403 (strike $69.81, exp. 2032); 38,212 (strike $66.08, exp. 2033); 28,382 (strike $66.72, exp. 2034) . |
| 2024 vest/realization | Options exercised: 36,988 sh ($1,398,618 realized); DRSUs vested: 30,371 sh ($2,011,355 realized) . |
| Ownership guidelines | CEO must hold ≥6x base salary; all NEOs compliant as of Mar 18, 2025 . |
| Holding requirement | Must hold ≥50% of after-tax option gains and vested DRSUs for 5 years . |
| Hedging/pledging | Prohibited (no hedging, no pledging/margin accounts) . |
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | Initial term 24 months for CEO; auto-extends monthly unless notice; protections include confidentiality and non-compete . |
| Non-compete / non-solicit | Non-compete during employment and for two years post-termination (subject to continued payments) . |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: 2x (base + bonus, capped at average of prior two years); benefits valued at 1.5x 24 months of coverage . |
| Change in control (CIC) | Double trigger; cash severance = 3x (base + target bonus) for CEO; benefits for 24 months; payments reduced to avoid 280G excise tax; no gross-ups . |
| Equity on CIC | Plans require double trigger for accelerated vesting; Committee retains discretion for Performance Units; officers’ CIC agreements require PU vesting acceleration . |
| Clawback | Recoup incentive comp upon material restatement; applies to current/former executive officers (3-year lookback) . |
| Trading controls | Pre-clearance required; trading windows enforced; prohibits derivatives, shorting, and margin/pledging . |
| Perquisites | Minimal; e.g., financial counseling (up to $5,000) . |
| Pension/retirement | Participates in Retirement Plan and Supplemental Retirement Plan; 2024 PV of accumulated benefits: $282,501 (Retirement Plan) and $1,174,367 (Supplemental) . |
Board Service & Governance (Director-Specific)
- Board service: Director since 2016; Chairman since 2021; no committee memberships as CEO/Chair .
- Leadership structure: Combined Chair/CEO role, counterbalanced by a Lead Independent Director with a formal charter (agenda approval, information oversight, executive sessions, evaluation of CEO, shareholder engagement) .
- Independence/attendance: 9 of 10 directors are independent; the Board met 5 times in 2024, and all directors attended ≥75%; independent directors meet in executive session at each regular meeting, led by the Lead Independent Director .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,000,000 | 1,046,154 | 1,050,000 |
| Stock Awards | 1,999,987 | 2,204,989 | 2,205,029 |
| Option Awards | 1,193,782 | 1,439,445 | 718,839 |
| Non‑Equity Incentive Plan Comp | 2,826,907 | 3,195,682 | 4,056,408 |
| Change in Pension Value | 366,896 | 413,206 | (180,815) |
| All Other Compensation | 51,904 | 55,776 | 57,569 |
| Total | 7,439,476 | 8,355,252 | 7,907,030 |
Compensation Structure Analysis (signals)
- Increased performance-based LTI weighting to 50% starting with 2024 awards, reducing options to 10%—a shift toward objective, multi-year cash performance units and away from options (lower leverage/risk) .
- Strong pay-for-performance alignment: 87% of CEO compensation at-risk; AIP tied to OI and RONA with rigorous thresholds/targets; PU design ties directly to ROC and relative TSR versus peers and indices .
- Governance-friendly features: double-trigger equity vesting on CIC, clawback, no excise tax gross-ups, hedging/pledging prohibitions, stringent stock ownership and 5-year post-vest holding requirement .
- Say-on-pay support: 79% approval at 2024 Annual Meeting for 2023 pay; program largely maintained with engagement-driven refinements (e.g., LTI mix) .
Risk Indicators & Red Flags
- Combined CEO/Chair role raises typical independence concerns, though mitigated by a robust Lead Independent Director charter and independent committees .
- 2024 special items (company-level): litigation expenses $11.3M and a $30.0M provision for credit losses—these affect non-GAAP adjustments used for performance messaging but not AIP OI (ex-specials) construct .
- No related-party transactions >$120,000 in 2024; hedging/pledging prohibited; clawback policy in place .
Compensation Peer Group & Benchmarking
- 2024 comparator group included specialty chemicals/materials firms (e.g., Ashland, Cabot, H.B. Fuller, Ingevity, Stepan, Axalta, Avient, NewMarket, etc.) and was updated for 2024–2026 PUs by removing Venator (bankruptcy) and adding Orion S.A. and Tronox Holdings Plc .
- Target pay is set to be market-competitive with a “market-based, competitive benchmark” posture rather than a fixed percentile; FW Cook serves as independent consultant (no conflicts) .
Equity Vesting & Potential Insider Selling Pressure
| Upcoming vesting cadence (from 1/23/2024 grants) | Dates | Notes |
|---|---|---|
| DRSUs (33,049 total) | 1/23/2025, 1/23/2026, 1/23/2027 | Three equal annual installments; 50% post-tax retention for 5 years . |
| Stock Options (28,382 @ $66.72) | 1/23/2025, 1/23/2026, 1/23/2027 | Three equal annual installments; 5-year 50% after-tax retention on gains . |
| Performance Units (27,563) | 2024–2026 period; payout early 2027 | Based on ROC and relative TSR frameworks . |
In 2024, Dietrich realized liquidity from option exercises (36,988 shares; $1.40M) and DRSU vesting (30,371 shares; $2.01M), indicating typical, program-driven supply around scheduled vesting/exercise windows (subject to holding requirements) .
Performance & Track Record (company context under CEO tenure)
| Metric | 2024 result |
|---|---|
| Operating income (ex-specials) | $316M; +16% underlying growth (OI ex-specials), with segment OI (ex-specials): Consumer & Specialties $165.5M; Engineered Solutions $161.7M . |
| Operating margin (ex-specials) | 14.9%, +200 bps YoY, a year ahead of target . |
| EPS (ex-specials) | $6.15 (+18% YoY) . |
| Free cash flow | $147M (~7% of sales); CFO: $236M . |
| Net leverage | 1.6x EBITDA; refinanced debt to extend average maturity >5 years . |
| Capital returns | Increased dividend 10%; completed $75M buyback and authorized new $200M program . |
| TSR (2020 base = $100) | $134.81 (Company) vs $131.14 (Peer Index) through 2024 . |
Investment Implications
- Alignment and retention: High at-risk mix (87%), rigorous AIP tied to OI and RONA, and 50% performance-based LTI (ROC/TSR) create strong pay-for-performance and multi-year retention through 3-year vesting and 5-year post-vest holding—reducing misalignment and near-term churn risk .
- Governance mitigants for dual role: While combined CEO/Chair can raise independence risk, MTX’s Lead Independent Director structure, fully independent key committees, stock ownership/holding rules, hedging/pledging prohibitions, and clawback temper governance concerns that often drive activism or say‑on‑pay pressure .
- Potential supply from vesting: Scheduled DRSU/option vesting in 2025–2027 and ongoing option exercises/RSU releases (with mandated retention) may contribute to periodic insider selling activity windows but are structurally moderated by 5‑year holding requirements .
- Change-in-control economics: Standard, market-aligned severance (3x salary+target bonus; double trigger; no gross-ups) limits parachute overhang while ensuring continuity through strategic cycles—neutral to modestly positive from a shareholder-alignment standpoint .
- Execution track: Record operating metrics ex-specials, margin expansion, solid FCF, reduced leverage, and above-peer TSR since 2020 support credibility of incentive constructs; continued delivery drives upside to performance unit payouts and reinforces alignment .