Joseph Breunig
MINERALS TECHNOLOGIESAbout Joseph C. Breunig
Independent director since 2014; age 63. Currently President of OrthoLite Cirql, LLC (since 2023) and formerly COO of OrthoLite, LLC (2019–2023). Prior executive roles include EVP, Chemicals at Axiall (2010–2016) and EVP & COO at BASF Corp; President, Market & Business Development, North America at BASF SE, with prior BASF leadership in marketing and technology since joining as a process engineer in 1986 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrthoLite, LLC | Chief Operating Officer | 2019–2023 | Led operations across product and technology portfolios |
| Axiall Corporation | Executive Vice President, Chemicals | 2010–2016 | Oversaw chemicals businesses |
| BASF Corporation | Executive Vice President & Chief Operating Officer | 2005–2010 | Ran North America operations; prior roles in global marketing and technology |
| BASF SE (North America) | President, Market & Business Development | 2005–2010 | Drove market development in NA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OrthoLite Cirql, LLC | President | 2023–present | Private company leadership; not a public company board |
| Other U.S. public boards | — | — | Number of other U.S. public boards: 0 |
Board Governance
- Independence: Board affirmatively determined Breunig is independent under NYSE and SEC rules .
- Committees: Compensation Committee member; Corporate Governance & Nominating Committee chair .
- Attendance: Board met 5 times in 2024; each director attended >75% of Board and relevant committees. Audit (6 meetings), Compensation (4), and Corporate Governance & Nominating (4) committees were 100% independent with 100% attendance .
- Committee scopes:
- Corporate Governance & Nominating: Board/committee composition, governance principles, sustainability oversight, annual Board performance review .
- Compensation: Executive pay policies, incentive design risk review, succession planning .
- Lead Independent Director structure in place; LID charter provides robust responsibilities; LID serves ex-officio on all committees (Breunig chairs Governance; LID is Robert L. Clark) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director cash retainer |
| Committee chair fee (CG&N) | $22,500 | Corporate Governance & Nominating Committee chair |
| Committee member fee (Compensation) | $7,500 | Compensation Committee member |
| Total cash fees (reported) | $110,000 | Matches base + chair + member fees |
| Equity retainer (phantom stock units) | $125,000 | 1,542 units granted on May 15, 2024 at $81.08; non-forfeitable upon grant; paid in cash upon termination |
| All other compensation | $6,772 | Dividend equivalents: $0.10 per unit for first three quarters; $0.11 in Q4 |
| Total 2024 director compensation | $241,772 | — |
Notes:
- Annual non-employee director retainer comprises $80,000 cash and $125,000 in units; committee retainers: Audit chair $30,000/member $10,000; Compensation chair $22,500/member $7,500; Corporate Governance & Nominating chair $22,500/member $7,500 .
- Company reimburses reasonable travel expenses .
Performance Compensation
| Item | Status | Detail |
|---|---|---|
| Stock options | Not used | “The Company does not currently compensate its non-employee directors with stock options or non-equity incentive plan compensation” |
| Phantom stock units | Non-forfeitable; cash-settled | Annual grant (1,542 units on 05/15/2024); payable in cash at separation; dividend equivalents paid quarterly |
| Performance metrics tied to director pay | None disclosed | Director compensation is fixed retainer plus phantom units; no TSR/financial targets for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other U.S. public boards | 0 |
| Compensation Committee interlocks | None in 2024 |
| Related-party transactions (≥$120k) | None since Jan 1, 2024 |
Expertise & Qualifications
- Industry and technology experience: senior leadership at Axiall and BASF; extensive engineering, management, marketing, and operations background .
- Governance leadership: Chairs Corporate Governance & Nominating, overseeing refreshment, sustainability oversight, and Board evaluation .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Phantom stock units held (12/31/2024) | 16,948 units | Units are cash-settled upon termination; accrue dividend equivalents |
| Ownership guidelines | Met | Requirement: ≥400 shares outright and total ownership equal to 5× annual cash retainer (includes stock units); all directors compliant as of 03/18/2025 |
Insider Trades
| Filing | Date | Key Data |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 11/12/2014 | Common Stock: 0; relationship: Director |
Governance Assessment
- Board effectiveness: As CG&N chair, Breunig presided over governance reviews, refreshment (new director elected 2024), enhanced evaluation tools, director education, and sustainability oversight (environmental targets, diversity and inclusion, external ratings) .
- Alignment and independence: Independent director with no related-party transactions and no committee interlocks; clear stock ownership requirements and compliance. Director equity is via non-forfeitable cash-settled phantom units, which provide economic alignment but do not convey voting rights, partially reducing direct shareholder alignment compared to share ownership; however, units count toward guideline compliance per policy .
- Shareholder signals: Company reports robust engagement (contacted shareholders holding ~87% of stock) and maintained compensation practices following favorable say-on-pay; 2023 say-on-pay passed with 79% support, indicating acceptable investor sentiment .
RED FLAGS:
- None observed: attendance robust; independence affirmed; no related-party transactions or interlocks; director compensation structure standard for peers .