Jonathan Hastings
MINERALS TECHNOLOGIESAbout Jonathan Hastings
Jonathan J. Hastings is Senior Vice President, Strategy and M&A at Minerals Technologies (MTX). He joined MTX in 2011, previously serving as SVP Corporate Development (also overseeing the Pyrogenics business unit) and chairing the Technology Lead Team; he was appointed Group President, Performance Materials on June 1, 2018 before transitioning to his current corporate development role . Company performance under the incentive framework Hastings is measured against was strong in 2024: operating margin expanded to 14.9% (ex-specials), EPS ex-specials reached $6.15, free cash flow was $147M, and net leverage fell to 1.6x . MTX’s cumulative TSR from 2020 to year-end 2024 translated $100 into $134.81, with pay-versus-performance tracked to adjusted operating income and ROC/TSR-based long-term metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Minerals Technologies | SVP, Corporate Development; oversaw Pyrogenics; Technology Lead Team Chair | 2011–2018 | Led corporate development and technology agenda; platform for later segment leadership |
| Minerals Technologies | Group President, Performance Materials | Appointed 2018-06-01 | Drove growth/profitability for PM segment; successor to retiring segment head |
| Minerals Technologies | Senior Vice President, Strategy and M&A | Current NEO role as of 2024–2025 | Corporate development execution; leadership of Technology Lead Team and M&A pipeline |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dow Chemical Company | Executive (title not further specified) | Not disclosed | Senior operating experience in chemicals |
| Rohm and Haas | Vice President & General Manager – Packaging & Building Materials – Europe; other increasing responsibilities | Not disclosed | Led European P&L; relevant to specialty materials and industrial markets |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $595,245 | $615,055 | $633,436 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Annual Incentive Earned ($) | $774,817 | $1,033,410 | $701,186 |
Performance Compensation
Annual Incentive Structure and 2024 Outcomes
| Element | Weighting | Target | Actual | Payout Mechanics | Result |
|---|---|---|---|---|---|
| Company Financial Targets (OI, RONA) | 70% | OI $286M; RONA 8.5% | OI $316M; RONA 9.4% | Achievement scored via weighted segment performance matrices | 150.8% factor |
| Personal Performance Objectives | 30% | Project/leadership goals incl. Technology Lead Team, succession, M&A execution | Over-achievement across objectives | Range 25–200% based on assessed delivery | 138.3% factor |
| Overall 2024 Performance Factor | — | — | — | Weighted aggregation of above | 147.0% |
| Cash Payout | — | Target $476,840 | — | Target × performance factor | $701,186 |
Long-Term Incentives (Structure and Grants)
| Instrument | 2024 Grant | Vesting | Key Performance Linkage | Notes |
|---|---|---|---|---|
| Performance Units (cash) | 7,788 units (grant date 1/23/2024) | 3-year cliff (2024–2026) | Equal-weighted ROC (threshold 7.0%, target 9.1%, max 10.8%), TSR vs S&P SmallCap 600 & Russell 2000 (75/100/130%), TSR vs Peer Index (75/110/130%) | Unit value scales $0–$300 per component; average determines payout |
| Deferred Restricted Stock Units (DRSUs) | 9,339 units (1/23/2024) | Ratable over 3 years; 50% after-tax hold for 5 years post vest | Stock price performance | No dividend equivalents pre-vest; grant FV $66.72 per share |
| Stock Options | 8,020 options @ $66.72 strike (1/23/2024) | Ratable over 3 years; 10-year term; 50% after-tax appreciation hold for 5 years post exercise | Stock price performance leverage | Black-Scholes FV $25.3269; closing price $66.11 at grant |
Long-Term Incentive Realization (recent cycle)
| Cycle | Unit Target Value | Composite Performance | Payout per Unit | Hastings Cash Payout ($) |
|---|---|---|---|---|
| 2022 grant; perf. period 2022–2024 | $100 | ROC 9.2% ($38.10); TSR vs Russell 2000 102% ($18.33); TSR vs S&P MidCap 400 91% ($15.17); TSR vs Peer Index 111% ($36.67) | $108.27 | $635,870 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 120,764 shares; less than 1% of shares outstanding |
| Options (exercisable/unexercisable) | Exercisable: 7,653 @ $78.03 (exp. 1/17/2027); 8,083 @ $76.38 (exp. 1/23/2028); 1,847 @ $74.38 (exp. 6/1/2028); 13,830 @ $66.00 (exp. 1/26/2031). Unexercisable: 4,817 @ $69.81 (exp. 1/25/2032); 10,483 @ $66.08 (exp. 1/24/2033); 8,020 @ $66.72 (exp. 1/23/2034) |
| Unvested DRSUs | 18,246 units; market value $1,390,528 at $76.21 closing price on 12/31/2024 |
| 2024 Option Exercises | 51,243 shares exercised; $1,480,821 value realized |
| Ownership Guidelines | Other elected officers must hold ≥3× base salary; all NEOs in compliance as of 3/18/2025 |
| Holding/Trading Policy | Must retain ≥50% of after-tax option gains and DRSU shares for 5 years; hedging, short sales, and pledging prohibited |
| Pledging/Hedging | Prohibited for executives under policy |
Employment Terms
| Provision | Pre–Change in Control | Post–Change in Control |
|---|---|---|
| Severance Cash (termination w/o cause or good reason) | 1.5× (salary + target bonus) = $1,668,938 | 3.0× (salary + target bonus) = $3,337,875; reduced as needed to avoid 280G excise tax |
| Benefits Continuation (PV) | 18 months coverage; $69,840 | 24 months coverage; $92,871 |
| Equity—DRSUs | No acceleration pre-CIC on termination for cause/resignations; accelerated vesting value on CIC + termination (double trigger): $1,390,528 | |
| Equity—Stock Options | Intrinsic value accelerated on CIC + termination: $213,184 | |
| Equity—Performance Units | Committee has discretion to accelerate; CIC agreements require acceleration at target: $1,971,000 | |
| Agreement Terms | Auto-renew monthly; non-compete and non-solicit covenants (2 years post-employment if payments continue); “Good Reason” includes material role reduction, pay/benefit cut, relocation >50 miles & >100 miles from HQ, successor failure to assume agreement | |
| Clawback | 3-year recoupment of incentive compensation upon material restatement (misconduct not required) | |
| Tax Gross-ups | None for CIC; payments cut to avoid excise taxes if applicable |
Compensation & Incentive Mix (2014–2025 policy highlights)
- Long-term incentives split: 50% Performance Units (increased from 40% in 2024), 40% DRSUs, 10% stock options .
- Executive compensation practices emphasize pay-for-performance, double-trigger vesting on CIC, minimal perquisites, independent consultant (FW Cook), stringent stock ownership, and retention periods on equity .
Compensation Peer Group and Benchmarking
- 2024 comparator group used for benchmarking includes AdvanSix, Ashland Global, Avient, Axalta, Balchem, Cabot, Compass Minerals, Eagle Materials, Ecovyst, Element Solutions, H.B. Fuller, Ingevity, Innospec, Koppers, Kronos Worldwide, NewMarket, Orion S.A., Quaker Houghton, Sensient, Stepan, Summit Materials, Tronox .
- Peer Index for LTIP TSR comparisons weighted by market cap; comparator substitutions keep group aligned by size/scope .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 79% “FOR” (for 2023 compensation), with executive pay program maintained following outreach .
- Shareholder engagement emphasizes transparency, sustainability, and pay-for-performance linkage .
Related Party Transactions and Governance Safeguards
- No related-party transactions >$120,000 since 1/1/2024 .
- Governance features: clawback, double-trigger CIC vesting, prohibition of repricing/backdating, no dividend equivalents on options/unvested DRSUs, stringent trading policies .
Performance & Track Record (role-linked indicators)
- MTX 2024 records: operating income $316M (ex-specials), EPS ex-specials $6.15, FCF $147M, operating margin 14.9% (ex-specials), net leverage 1.6x .
- Growth initiatives include consumer-oriented expansion (HPC/SA), PFAS remediation, and foundry/steel technologies—areas relevant to corporate development and Hastings’ scope .
Performance Compensation – Detailed Metric Table (2024 AIP)
| Metric | Weight | Target | Actual | Factor | Vesting/Payment |
|---|---|---|---|---|---|
| Operating Income (Company) | Part of 70% company weight | $286M | $316M | Contributes to 150.8% | Cash bonus in Jan 2025 |
| RONA (Company) | Part of 70% company weight | 8.5% | 9.4% | Contributes to 150.8% | Cash bonus in Jan 2025 |
| Personal Objectives | 30% | Specified annual goals | 138.3% achievement | 138.3% | Cash bonus in Jan 2025 |
| Total | — | — | — | 147.0% overall | $701,186 |
Equity Ownership & Alignment – Quantitative Snapshot
| Metric | Value |
|---|---|
| Shares owned | 120,764 |
| Ownership % | <1% |
| Unvested DRSUs (# / $) | 18,246 / $1,390,528 |
| 2024 option exercises (# / $) | 51,243 / $1,480,821 |
| Guideline multiple | ≥3× base salary; compliant as of 3/18/2025 |
| Hedging/pledging | Prohibited |
Employment Terms – Quantitative Scenario Values (as of 12/31/2024)
| Scenario | Severance Cash | Benefits PV | DRSU Acceleration | Option Intrinsic Value Acceleration | Performance Unit Acceleration |
|---|---|---|---|---|---|
| Termination without cause / Good Reason (pre-CIC) | $1,668,938 | $69,840 | $0 | $0 | $0 |
| CIC without termination | $0 | $0 | $0 | $0 | $0 |
| Termination without cause / Good Reason (post-CIC; double trigger) | $3,337,875 | $92,871 | $1,390,528 | $213,184 | $1,971,000 |
Investment Implications
- Strong pay-for-performance alignment: 2024 AIP centered on OI and RONA with above-target outcomes; LTIP ties payouts to ROC and relative TSR, mitigating windfalls from market beta alone .
- Selling pressure considerations: three-year vesting across equity, five-year holding requirements on exercised options/vested DRSUs, and hedging/pledging bans reduce near-term sell pressure; note 2024 option exercise activity ($1.48M realized), but program design enforces retention .
- Retention and transition risk: robust employment/CIC protections (1.5× pre-CIC; 3× post-CIC; benefits continuation) plus double-trigger vesting likely lower voluntary departure risk; absence of excise gross-ups and clawback policy support governance and shareholder alignment .
- Benchmarking discipline and shareholder support: calibrated peer group and 79% say-on-pay approval indicate moderate investor support; continued linkage to adjusted operating income and TSR should keep incentives aligned if execution persists .