Robert Clark
MINERALS TECHNOLOGIESAbout Robert L. Clark
Lead Independent Director at Minerals Technologies Inc. since March 2021; Director since 2010. Age 61. Ph.D. in Mechanical Engineering from Virginia Polytechnic Institute and State University; distinguished academic leadership and research credentials at Duke University and the University of Rochester (140+ journal publications), fellow of major engineering societies, member of the National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Rochester | Provost & SVP for Research; previously SVP for Research; Dean, Hajim School | 2013–2021 (SVP/Provost); Dean from 2008 | Led research strategy and IP management (UR Ventures) |
| Duke University | Dean, Pratt School of Engineering; Thomas Lord Professor; Senior Associate Dean for Research | 1992–2008 (various roles) | Founded Center for Biologically Inspired Materials & Material Systems |
| Adaptive Technologies Inc. | VP & Senior Research Scientist | Not disclosed | Applied control and dynamic systems expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austrian Institute of Technology | Chair, Strategic Research Advisory Board | 2013–2017 | Oversight of research programs and innovation priorities |
| Professional Societies | Fellow (ASME, Acoustical Society of America, AAAS) | Ongoing | Recognition of technical leadership |
| National Academy of Engineering | Member | Ongoing | Highest engineering distinction |
Board Governance
- Independence: The Board affirmatively determined Dr. Clark is independent under NYSE/SEC standards; nine of ten directors are independent .
- Role: Lead Independent Director with a defined charter; ex-officio member of each committee; presides over executive sessions of independent directors .
- Committee ecosystem: Audit (6 meetings, 100% attendance), Compensation (4, 100%), Corporate Governance & Nominating (4, 100%)—all independent; Clark participates ex-officio rather than as a listed member .
- Board activity: Board met five times in 2024; each director attended >75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned in Cash | $130,000 | LID retainer is $25,000; standard cash retainer $80,000; committee retainers exist for chairs/members (schedule below) |
| Stock Awards (Phantom Units) | $125,000 | 1,542 phantom units granted 5/15/2024 at $81.08; non-forfeitable upon grant |
| All Other Compensation (Dividends on Units) | $11,680 | $0.10 per unit for first three quarters; $0.11 for Q4 |
| Total | $266,680 | — |
Director fee schedule (2024, disclosed):
- Annual retainer: $80,000 cash + $125,000 units
- Lead Independent Director retainer: $25,000
- Committee fees: Audit Chair $30,000; Audit Member $10,000; Compensation Chair $22,500; Compensation Member $7,500; Governance Chair $22,500; Governance Member $7,500
Performance Compensation
Directors do not receive performance-based pay or stock options; non-employee directors are compensated via cash retainers and phantom stock units (payable in cash upon separation) and do not participate in pension plans .
| Performance Metric | Applies to Director Comp? | Detail |
|---|---|---|
| Short-term performance targets | No | — |
| Long-term performance metrics (TSR, ROC) | No | — |
| Options/PSUs | No | No options; phantom units only |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other U.S. public boards | 0 |
| Committee interlocks | None in 2024 for Compensation Committee |
| Potential interlocks/conflicts | None disclosed; Board refreshment and independence monitored by Governance Committee |
Expertise & Qualifications
- Materials science and process manufacturing expertise; extensive R&D leadership and government contracting experience (NASA, DoD, NSF) .
- IP management and commercialization experience (UR Ventures) .
- Global research and innovation oversight; strong technical governance perspective .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 400 shares; less than 1% of class |
| Outstanding shares (for % calc) | 31,820,088 |
| Share equivalent/phantom units held | 29,005 units (security ownership table) |
| Phantom units (as of 12/31/2024) | 28,958 units |
| Ownership guidelines | 400 shares outright + shares equal to 5x annual cash retainer; all directors in compliance as of 3/18/2025 |
Notes:
- Phantom units are payable in cash upon separation; dividends accrued quarterly ($0.10; $0.11 in Q4) .
- The company prohibits hedging, pledging, and short sales by executives; stringent stock ownership guidelines apply to directors .
Governance Assessment
-
Strengths:
- Independent Lead role with explicit authority (agenda approval, information flow, ex-officio committee participation), enhancing board oversight despite combined Chair/CEO structure .
- Documented independence and >75% attendance; robust committee independence and 100% attendance for committee members .
- No related-party transactions >$120,000 in 2024; formal approval policy for any related-party dealings .
- Shareholder engagement and governance responsiveness (e.g., LTI weighting changes, sustainability disclosures) .
-
Alignment considerations:
- Director equity exposure is via phantom units payable in cash rather than equity settlement, which can modestly dilute “skin-in-the-game” alignment compared to direct share ownership; however, directors must meet 5x retainer ownership requirements and all are in compliance .
- Combined Chair/CEO leadership persists, mitigated by a strong Lead Independent Director role and annual designation .
-
RED FLAGS: None disclosed regarding conflicts, related-party transactions, hedging/pledging, or attendance shortfalls in 2024 .
Board Governance (Committee Assignments and Engagement Specifics)
| Attribute | Detail |
|---|---|
| Lead Independent Director | Since March 2021; ex-officio member of each committee; presides executive sessions |
| Audit Committee | 6 meetings; 100% attendance by members; independent; financial experts designated |
| Compensation Committee | 4 meetings; 100% attendance; independent |
| Corporate Governance & Nominating | 4 meetings; 100% attendance; independent; oversight of sustainability |
Director Compensation Mix (2024)
| Type | Amount | % of Total |
|---|---|---|
| Cash fees | $130,000 | 48.8% |
| Phantom units (grant-date FV) | $125,000 | 46.9% |
| Dividends on units | $11,680 | 4.4% |
| Total | $266,680 | 100.0% |
Attendance & Engagement
| Item | Disclosure |
|---|---|
| Board meetings in 2024 | 5 meetings |
| Clark attendance | Each director >75% of Board/committee meetings |
| Executive sessions | Led by Clark as Lead Independent Director |
| Annual Meeting attendance | All directors attended |
Related Party & Risk Indicators
- Related parties: No transactions exceeding $120,000 involving directors or family members in 2024 .
- Risk policies: Audit Committee oversees financial/cyber risks; Governance Committee oversees sustainability/governance risks; Compensation Committee assesses incentive risk—concluded policies not likely to have a material adverse effect .
- Trading controls: No hedging, pledging, or short sales permitted; clawback policy in place (executive-focused) .
Say-on-Pay & Shareholder Feedback
| Item | Disclosure |
|---|---|
| 2024 Say-on-Pay result (vote on 2023 NEO comp) | 79% approval |
| Governance responses | Increased performance-based LTI to 50%; clarified RONA short-term metric; ongoing engagement . |
Other Directorships & Interlocks
| Director | Other U.S. Public Boards | Interlocks |
|---|---|---|
| Robert L. Clark | 0 | None (Compensation Committee interlocks: none in 2024) |
Equity Ownership Detail
| Holder | Shares | % of Class | Share Equivalent Units |
|---|---|---|---|
| Robert L. Clark | 400 | <0.01% of 31,820,088 | 29,005 |
Summary Implications for Investors
- Lead Independent Director tenure and defined authority provide a meaningful counterbalance to a combined Chair/CEO model, supporting board effectiveness and shareholder oversight .
- Independence, attendance, lack of related-party transactions, and robust risk/governance processes bolster investor confidence in board integrity .
- Director ownership is structured via phantom units (cash-settled), with guideline compliance; investors may view the cash settlement feature as slightly less aligned than direct equity, albeit mitigated by stringent ownership requirements .