Marc Robinson
MINERALS TECHNOLOGIESAbout Marc E. Robinson
Independent director since 2012; age 64. Currently Audit Committee Chair and member of the Corporate Governance & Nominating Committee. Former senior operating executive in global consumer healthcare and strategy consulting, with leadership roles at Johnson & Johnson, Pfizer, Warner-Lambert, Booz & Company, PwC Strategy, and CVS Health/Aetna, indicating strong financial literacy and global operational expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health & Aetna | Senior Vice President, Enterprise Strategy | 2017–2020 | Enterprise-level strategy leadership across payor/provider; transformation initiatives |
| PwC Strategy | Managing Director | 2015–2017 | Strategic advisory leadership; M&A/operations exposure |
| Booz & Company | Senior Executive Advisor | 2011–2015 | C-suite advisory; performance improvement |
| Johnson & Johnson | Company Group Chairman | 2007–2011 | P&L accountability; innovation, human capital, M&A |
| Pfizer | Global President, Consumer Healthcare | 2003–2006 | Global multi-functional leadership; marketing, sales, R&D, finance, HR |
| Pfizer | North American President, Consumer Healthcare | 2000–2002 | Regional P&L and growth execution |
| Warner-Lambert | Regional President, Australia & New Zealand | 1999–2000 | Regional operations leadership |
| Warner-Lambert | GM, European Business Process Improvement | 1996–1998 | Process excellence across Europe |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capsugel | Scientific & Business Advisory Board Member | May 2012–July 2017 | Scientific/commercial oversight support |
| Other U.S. public company boards | — | Current | 0 current public boards |
Board Governance
| Committee | Role | Meetings in 2024 | Attendance | Notes |
|---|---|---|---|---|
| Audit | Chair | 6 | 100% Independent; 100% Attendance | Signed Audit Committee report; oversaw KPMG independence; recommended inclusion of audited financials in 2024 Form 10-K |
| Corporate Governance & Nominating | Member | 4 | 100% Independent; 100% Attendance | Oversight of director nominations, governance principles, sustainability, board self-evaluation; governance chair email available for shareholder contact |
| Board of Directors | Director | 5 board meetings in 2024 | Individual board attendance not separately disclosed; nine of ten directors independent | Independence affirmatively determined by Board under NYSE standards |
- Independence: Board affirmatively determined Robinson is independent under NYSE standards and free of disqualifying relationships .
- Shareholder engagement: Audit Chair email posted ([email protected]), and independent directors contact channel available .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director cash portion |
| Annual retainer in units (phantom stock units) | $125,000 | Credited in units equal to common stock value; non-employee directors granted units as part of retainer |
| Audit Committee Chair fee | $30,000 | Additional annual chair retainer |
| Corporate Governance & Nominating Committee member fee | $7,500 | Additional annual member retainer |
| 2024 Fees Earned or Paid in Cash (Robinson) | $117,500 | Consistent with $80k cash retainer + $30k Audit Chair + $7.5k Governance member |
| 2024 Stock Awards (Robinson) | $125,000 | Phantom unit grant fair value |
| 2024 All Other Compensation (Robinson) | $8,935 | Dividends on phantom units, $0.10 per unit Q1–Q3, $0.11 Q4 |
| 2024 Total (Robinson) | $251,435 | Sum of cash, units, and dividends |
| Program structure | No options; no non-equity incentive plan compensation; no pension participation for directors | Directors may defer fees into units |
Performance Compensation
| Metric/Feature | 2024 Detail | Notes |
|---|---|---|
| Phantom stock unit grant | 1,542 units granted May 15, 2024; grant-date closing price $81.08; aggregate fair value $125,000 | Non-forfeitable upon grant |
| Dividends on units | $0.10 per unit for Q1–Q3; $0.11 for Q4; paid on units held on record dates | Drives “All Other Compensation” |
| Settlement | Units payable in cash upon director’s termination of service | Cash-settled; not actual shares |
| Performance metrics tied to director pay | None disclosed; director compensation is retainer-based plus unit grants | No performance-linked non-equity incentives |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Number of other U.S. public company boards (current) | 0 |
| Compensation Committee interlocks or insider participation (2024) | None |
Expertise & Qualifications
- High financial literacy and multi-functional leadership from senior roles at Johnson & Johnson, Pfizer, and Warner-Lambert, covering marketing, sales, R&D, finance, and HR .
- Operational expertise in innovation, human capital development, M&A, and global marketing; extensive global experience across North America, Europe, APAC, and LATAM .
- Board matrix indicates broad leadership, financial, operational, and relevant industry experience across directors; Robinson cited among directors for qualifications (matrix references) .
- Independence and committee leadership on Audit; governance experience via Corporate Governance & Nominating membership .
Equity Ownership
| Item | Amount | As-of Date |
|---|---|---|
| Beneficial ownership (shares) | 415 shares; percent of class: less than 1% (*) | March 18, 2025 |
| Share equivalent units (director plan) | 22,279 units | March 18, 2025 |
| Phantom stock units (held) | 22,243 units | December 31, 2024 |
| Director stock ownership guidelines | Minimum 400 shares outright; and shares equal to 5× annual cash retainer; all directors met guideline as of March 18, 2025 | March 18, 2025 |
| Hedging/derivatives/pledging | Prohibited for directors (no hedging, no margin accounts, no pledging) | Policy-level control |
Note: Phantom stock units are cash-settled on separation and are not actual shares, though they count toward certain director ownership guidelines as described .
Governance Assessment
- Independence: Affirmatively determined independent under NYSE standards; no disqualifying relationships reported .
- Committee leadership and engagement: Chairs Audit with 100% committee attendance in 2024; signs Audit Committee report affirming oversight of internal control effectiveness and auditor independence (KPMG) .
- Attendance: Audit and Governance committees reported 100% attendance across members; Board held five meetings in 2024; individual board attendance not separately disclosed .
- Alignment and ownership: Meets director ownership guidelines; holds required minimum shares and substantial unit balance; company policy prohibits hedging and pledging, supporting alignment with shareholders .
- Conflicts and interlocks: No related party transactions >$120,000 since Jan 1, 2024; no Compensation Committee interlocks or insider participation in 2024; Robinson holds no other U.S. public board roles, reducing interlock risk .
- Director pay structure: Predominantly retainer plus phantom units; no performance-based director incentives or options; dividends paid on units; compensation consistent with chair/member responsibilities .
RED FLAGS
- None observed in filings: no related-party transactions, no hedging/pledging, no comp committee interlocks, and compliance with director ownership guidelines .