John Carmola
MINERALS TECHNOLOGIESAbout John J. Carmola
Independent director of Minerals Technologies Inc. since 2013; age 69. Former Segment President at Goodrich Corporation (later acquired by United Technologies), with senior roles spanning actuation, landing, engine, safety, and electronic systems, and prior engineering/general management roles at General Electric; recognized for operational and engineering leadership and product delivery experience . The Board has affirmatively determined he is independent under NYSE and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodrich Corporation | Segment President, Actuation & Landing Systems; Segment President, Engine Systems; Group President, Engine/Safety/Electronic Systems | 1996–2012 | Led multiple aerospace product segments; senior operating accountability |
| United Technologies | President, Aerospace Customers and Business Development | 2012 | Customer development and business leadership post-Goodrich acquisition |
| General Electric | Engineering and general management roles incl. Manager, M&I Engines Division Product Delivery Operation | 1977–1996 | Product delivery and engineering operations |
External Roles
| Category | Detail |
|---|---|
| Current U.S. public company boards | 0 other boards |
| Interlocks | No Compensation Committee interlocks or insider participation in 2024 |
| Related-party transactions | None ≥$120,000 involving any related person in 2024 |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Board/class: Continuing director with term expiring in 2027; independent .
- Independence: Affirmatively determined independent (one of nine independent directors) .
- Attendance: Each director attended >75% of Board/committee meetings in 2024; committees reported 100% attendance (Audit: 6; Compensation: 4; Governance: 4) .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; presided by Lead Independent Director .
- Board leadership: Combined Chair/CEO with strong Lead Independent Director; LID responsibilities codified (agenda, information flow, ex-officio on committees, shareholder liaison) .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard director cash portion |
| Equity retainer (phantom units) | $125,000 | Granted as phantom stock units; non-forfeitable on grant |
| Committee chair fee (Compensation) | $22,500 | Chair retainer |
| Committee member fee (Audit) | $10,000 | Member retainer |
| Fees earned or paid in cash (reported) | $112,500 | Reflects cash + committee fees; he partially deferred fees into units |
| All other compensation (dividends on units) | $9,302 | Dividends $0.10 per unit Q1–Q3; $0.11 in Q4 |
| Total 2024 director compensation | $246,802 | Reported total |
Performance Compensation
| Equity Vehicle | Grant Date | Quantity | Grant-Date Value | Vesting/Claim | Dividends/Features |
|---|---|---|---|---|---|
| Phantom stock units | May 15, 2024 | 1,542 units (each director) | $125,000 (at $81.08 close) | Non-forfeitable at grant; payable in cash upon end of Board service | Dividend equivalents of $0.10 per unit Q1–Q3; $0.11 in Q4 |
| Stock options | — | — | — | Not provided to non-employee directors | Not applicable |
| Meeting fees | None | — | — | Not applicable | Not applicable |
No performance-based metrics (e.g., TSR/EPS triggers) are used for director compensation; equity is time-based phantom units payable in cash, aligning value with stock price without conferring voting rights .
Other Directorships & Interlocks
| Item | Finding |
|---|---|
| Number of other U.S. public boards | 0 |
| Compensation Committee interlocks | None in 2024 |
| Related-party transactions | None in 2024 |
Expertise & Qualifications
- Relevant president experience: Goodrich segment leadership; UTC aerospace business development .
- Operational and engineering: Extensive engineering, management, product delivery, and operations background (GE; aerospace systems) .
Equity Ownership
| Measure | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,200 shares; <1% of outstanding | |
| Share equivalent units (director deferred plan) | 23,309 units | |
| Phantom stock units held | 23,272 units (as of 12/31/2024) | |
| Shares outstanding (for % context) | 31,820,088 (company-wide) | |
| Ownership guidelines | 400 shares outright and ≥5× annual cash retainer; all directors met requirement by 3/18/2025 | |
| Hedging/pledging | Prohibited for directors/insiders under trading policy |
Governance Assessment
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Strengths:
- Independent; chairs Compensation Committee and serves on Audit—positions central to pay-for-performance oversight, financial reporting, and risk management .
- Strong attendance (committee 100%); active governance practices including annual board/committee self-evaluations and shareholder engagement structure .
- Director stock ownership guidelines in force; compliance confirmed; trading controls prohibit hedging/pledging, supporting alignment .
- No interlocks or related-party transactions reported; lowers conflict risk .
-
Potential investor-confidence considerations:
- Board leadership remains combined Chair/CEO; mitigated by robust Lead Independent Director mandate but still a governance debate point for some investors .
- Director equity delivered as phantom units payable in cash (no voting rights); while value aligns with stock price, some investors prefer actual equity ownership; the Company offsets with stringent ownership requirements .
-
Signals:
- Compensation Committee increased performance-based weighting in LTIs for executives to 50% in 2024, using ROC and TSR metrics—suggests strong pay-performance alignment under Carmola’s chairmanship .
- Clear clawback policy and double-trigger change-in-control vesting; no excise tax gross-ups—shareholder-friendly posture consistent with compensation governance best practices .