Franklin Feder
MINERALS TECHNOLOGIESAbout Franklin L. Feder
Independent director at Minerals Technologies Inc. (MTX) since 2017; age 74 as of the 2025 proxy. Former Regional CEO for Latin America & the Caribbean at Alcoa; recognized audit committee financial expert with extensive international manufacturing and finance experience. Tenure on MTX’s Board: 8 years; independence affirmed per NYSE standards. Committee memberships: Audit and Compensation; 100% committee attendance in 2024; attended >75% of Board/committee meetings, with executive sessions at each regular Board meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcoa Inc. | Regional Chief Executive Officer, Latin America & Caribbean | 2004–2014 | Led complex global operations; deep industry/technology experience |
| Alcoa Inc. | VP & Director – Corporate Development | 1999–2004 | M&A and capital markets experience |
| Alcoa Latin America | CFO; Director – Planning | 1990–1999 | High financial literacy; risk management |
| Booz, Allen & Hamilton | Partner | Not disclosed | Strategic advisory experience |
| Intercement | CEO & Chairman | Not disclosed | Led major cement producer across multiple geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PACCAR, Inc. (U.S. public company) | Director | 2018–2024 | Prior U.S. public board; ended in 2024 |
| Companhia Brasileira de Alumínio (Brazil) | Director | Current | Publicly traded in Brazil |
| Prumo Logística S.A. (Brazil) | Director | Current | Brazilian company board service |
| Prada (multi-family investment company) | Advisory Board member | Current | Investment advisory role |
| CSR/Environmental orgs (Brazil) | Director | Current | Social responsibility and environmental governance |
Board Governance
- Independence: Board affirmatively determined Feder is independent (NYSE/SEC standards).
- Committees: Audit (financial expert) and Compensation; both committees 100% independent; 100% attendance in 2024.
- Attendance: Board met 5 times in 2024; all directors attended >75% of Board and committee meetings; executive sessions at each regular Board meeting (Lead Independent Director presides).
- Director Ownership Guidelines: Required to own ≥400 shares outright and ≥5× annual cash retainer within 36 months; all directors in compliance as of March 18, 2025.
- Board leadership: Combined Chair/CEO with strong Lead Independent Director charter and responsibilities.
- Refreshment: Policy requires resignation submission at age 72; Board may accept/reject. In 2023, Feder submitted per policy; Board retained him and re-nominated (signal of valued expertise).
Fixed Compensation
| Component | Amount | Basis |
|---|---|---|
| Annual cash retainer | $80,000 | Standard director cash retainer |
| Audit Committee – Member fee | $10,000 | Committee member retainer |
| Compensation Committee – Member fee | $7,500 | Committee member retainer |
| Fees earned (cash) | $97,500 | Matches disclosed fees; elected partial deferral into units |
- Committee chairs: Not applicable (Feder not chair; Audit Chair is Robinson; Compensation Chair is Carmola).
- Meeting fees: Not disclosed/none; structure uses retainers.
Performance Compensation
| Equity/Units | Grant Date | Units Granted | Grant-Date Price | Fair Value |
|---|---|---|---|---|
| Phantom stock units (annual grant) | May 15, 2024 | 1,542 | $81.08 | $125,000 |
| Dividends on Units | Rate | Basis | 2024 Amount |
|---|---|---|---|
| Quarterly unit dividend | $0.10 (Q1–Q3), $0.11 (Q4) | Applied to units held on record dates | $7,645 (All Other Compensation) |
- Director units are non-forfeitable at grant and payable in cash upon termination of Board service; directors do not receive stock options or non-equity incentive plan compensation; no pension participation.
- Phantom units held as of 12/31/2024: 19,238 units (payable in cash on separation).
Performance metric context (executive pay design):
- Short-term bonus metrics: Operating Income (OI) and Return on Net Assets (RONA); Company achieved $316M OI and 9.4% RONA in 2024 versus targets (threshold/target/max below).
| Measure | Threshold | Target | Maximum | Actual 2024 |
|---|---|---|---|---|
| Operating Income (excl. special items) | $166M | $286M | $346M | $316M |
| Return on Net Assets | 4.9% | 8.5% | 10.2% | 9.4% |
- Long-term incentives (for executives): increased performance-based weighting to 50% in 2024; clawback and double-trigger CIC vesting; minimal perquisites; no tax gross-ups.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None in 2024 (no insider participation) |
| Related party transactions | None >$120,000 since Jan 1, 2024; formal approval policy in place |
| External public board overlap | PACCAR (ended 2024); no disclosed MTX–PACCAR transactions in related party section |
Expertise & Qualifications
- Extensive international leadership at Alcoa (Regional CEO); high financial literacy; deep manufacturing/technology experience; broad board experience (U.S. and Brazil). Audit committee financial expert designation.
Equity Ownership
| Holding Type | Amount | Date/Notes |
|---|---|---|
| Beneficial common shares | 450 | As of March 21, 2023 (SEC table) |
| Share equivalent/phantom units | 14,404 | As of March 21, 2023 (director units; cash-settled) |
| Phantom stock units | 19,238 | As of Dec 31, 2024 (payable in cash on separation) |
| Ownership guideline compliance | In compliance (all directors as of Mar 18, 2025) |
Policies limiting misalignment:
- No hedging, pledging or short sales by executives permitted.
- Stringent stock ownership guidelines for directors (≥5× cash retainer).
- Retention policies apply to executive equity; directors receive phantom units without voting rights.
Governance Assessment
- Strengths: Independent status; Audit financial expert; multi-committee service with 100% attendance; strong ownership requirements; no related-party transactions; robust clawback/double-trigger CIC; no hedging/pledging; clear Lead Independent Director oversight. These factors support board effectiveness and investor confidence.
- Alignment: Director comp mix balanced (cash retainer plus equity units) with deferral capability; phantom units accrue dividends and are cash-settled, reducing voting power concerns while maintaining economic alignment.
- Refreshment nuance: Age >72 policy triggered resignation submission; Board opted to retain Feder (2023), signaling high perceived value—monitor for succession planning and tenure balance.
- Shareholder signals: 2024 Say-on-Pay approval at 79% suggests acceptable compensation governance; continued engagement emphasized.
RED FLAGS: None disclosed on related-party dealings, hedging/pledging, tax gross-ups, or option repricing. Monitor tenure/age-related refreshment and any future external interlocks for potential conflicts.