Kristina Johnson
MINERALS TECHNOLOGIESAbout Kristina M. Johnson
Kristina M. Johnson is an independent director of Minerals Technologies (MTX), age 67, serving since May 13, 2024, and sits on the Audit and Corporate Governance & Nominating Committees . She holds B.S., M.S., and Ph.D. degrees in electrical engineering from Stanford University; is a member of the National Academy of Engineering and National Academy of Inventors; was inducted into the National Inventors Hall of Fame in 2015; and was recently awarded the National Medal of Technology and Innovation by President Biden . She currently serves on two other U.S. public company boards (Cisco Systems, Inc. and DuPont de Nemours, Inc.) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University | President | Sep 2020 – May 2023 | Led major public research institution |
| State University of New York (SUNY) | Chancellor | Sep 2017 – Aug 2020 | System leadership for state universities |
| Enduring Hydro, LLC; Cube Hydro Partners, LLC | Co-founder and CEO | 2011 – 2017 | Hydropower development leadership |
| U.S. Department of Energy | Undersecretary of Energy | May 2009 – Oct 2010 | Senior federal energy policy role |
| Johns Hopkins University | Senior Vice President & Provost | 2007 – 2009 | Academic leadership |
| Duke University | Dean of Engineering | 1999 – 2007 | Engineering school leadership |
| University of Colorado at Boulder | Professor (Electrical & Computer Engineering) | 1985 – 1999 | Faculty/academic research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cisco Systems, Inc. | Director | 2012 – present | Current U.S. public board |
| DuPont de Nemours, Inc. | Director | 2022 – present | Current U.S. public board |
| The AES Corporation | Director | – 2019 | Prior U.S. public board |
| Minerals Technologies Inc. | Director (prior service) | 2000 – 2009 | Prior MTX board service |
| Society for Science | Trustee | 2024 – present | Non-profit board |
| U.S. Dept. of Commerce NACIE | Co-Chair | 2022 – 2025 | National Advisory Council on Innovation & Entrepreneurship |
Board Governance
- Independence: The Board affirmatively determined Dr. Johnson is independent under NYSE and SEC standards; nine of ten MTX directors are independent .
- Committee assignments: Audit (member) and Corporate Governance & Nominating (member) .
- Committee composition/attendance: Audit Committee is 100% independent and financially literate; 2024 meetings: 6; 100% attendance (committee level) . Corporate Governance & Nominating Committee is 100% independent; 2024 meetings: 4; 100% attendance (committee level) .
- Board meetings: 5 meetings in 2024 .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 6 | 100% committee attendance |
| Corporate Governance & Nominating | Member | 4 | 100% committee attendance |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 60,268 | 479 | All Other Compensation reflects dividend equivalents on phantom units at $0.10/unit in Q1–Q3 and $0.11/unit in Q4 |
Performance Compensation
- The Company does not compensate non-employee directors with stock options or non-equity incentive plan compensation .
| Grant Date | Instrument | Units Granted (#) | Grant-Date Fair Value ($) | Vesting/Forfeitability | Notes |
|---|---|---|---|---|---|
| May 15, 2024 | Phantom stock units | 1,542 | 125,000 | Non-forfeitable upon grant | Valued at $81.08 (closing price) on grant date; units under the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors |
Other Directorships & Interlocks
- Number of other U.S. public company boards: 2 (Cisco; DuPont) .
- Compensation Committee interlocks/insider participation at MTX: none in 2024 .
- Related-party transactions at MTX: none since Jan 1, 2024 above $120,000 involving any related person .
Expertise & Qualifications
- Technology and engineering expertise; electrical engineering Ph.D.; recognized with the National Medal of Technology and Innovation; member of the National Academy of Engineering and National Academy of Inventors .
- Governmental and public sector leadership as U.S. DOE Undersecretary and as leader of major university systems .
- Board experience: current director at Cisco and DuPont; prior MTX and AES directorships .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Class | Share Equivalent Units (#) | Phantom Stock Units (#) | Notes |
|---|---|---|---|---|---|
| Mar 18, 2025 | 400 | <1% | 1,550 | — | Beneficial ownership and share equivalents per Security Ownership table |
| Dec 31, 2024 | — | — | — | 1,548 | Phantom stock units (payable in cash upon board service termination) |
- Director stock ownership guidelines: within 36 months, at least 400 shares outright and total ownership equal to 5x the annual cash retainer; as of Mar 18, 2025, all directors were in compliance .
- Trading controls: MTX policy prohibits short-term trading, transactions in derivatives, hedging/monetization, and holding or pledging MTX securities as collateral by executives and directors .
Governance Assessment
- Strengths: Independent director with deep technology and government experience; sits on risk-critical Audit and Governance committees; committees recorded 100% attendance in 2024; board remains majority independent (9/10) .
- Alignment: Receives a standard mix of cash retainer and annual phantom stock units (non-forfeitable), plus dividend equivalents; ownership guidelines are robust (5x cash retainer) and the Board reports full compliance; hedging and pledging are prohibited for directors .
- Conflicts/Interlocks: No related-party transactions or compensation committee interlocks disclosed for 2024; other public board roles (Cisco, DuPont) may increase time commitments, but committee-level attendance was 100% in 2024 .
RED FLAGS: None disclosed — no related-party transactions, no hedging/pledging, no options repricing, and committees reported 100% attendance in 2024 .