Rocky Motwani
MINERALS TECHNOLOGIESAbout Rocky Motwani
Rocky Motwani, age 51, is an independent director of Minerals Technologies Inc. (MTX) since 2022. He serves on the Audit and Compensation Committees and brings deep finance, technology, and cybersecurity expertise; he is CEO of Cyphlens (a cybersecurity company) since January 2022 and is a board-certified cybersecurity expert . He previously co-founded and was CFO and director at Jiko Group (2015–2021) and served as a director at Mid-Central National Bank (2020–2021), with earlier roles at J.P. Morgan (Managing Director, Transaction Services), McKinsey & Company, and Jones Lang LaSalle . MTX’s Board affirms his independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jiko Group | Co-Founder, CFO, Director | 2015–2021 | Technology-based bank holding company; senior finance oversight |
| Mid-Central National Bank | Director | 2020–2021 | Board oversight of a national bank |
| J.P. Morgan | Managing Director, Transaction Services; led global FX payments modernization; managed escrow payments | 2005–2014 | Technology modernization and automation of global corporate FX payments |
| McKinsey & Company | Consultant (Technology sector, Silicon Valley) | Not disclosed | Strategy and operations advisory |
| Jones Lang LaSalle | Early career | Not disclosed | Real estate and investment management exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cyphlens | Chief Executive Officer | Jan 2022–present | Cybersecurity leadership; Board-certified cybersecurity expert |
| Education | MBA (Wharton), BS (NYU Stern) | — | Advanced finance/marketing and accounting training |
Board Governance
- Independence: The Board affirmatively determined Motwani is independent under NYSE Section 303A and SEC rules .
- Committees: Audit Committee member (6 meetings, 100% attendance in 2024) and Compensation Committee member (4 meetings, 100% attendance in 2024) .
- Board attendance: The Board met 5 times in 2024; each director attended more than 75% of Board and applicable committee meetings. Independent directors hold executive sessions at each regular meeting, led by the Lead Independent Director .
- Other public boards: MTX’s director matrix lists Motwani with zero other U.S. public boards .
- No compensation committee interlocks or insider participation in 2024 (reduces conflict risk) .
- Director stock ownership requirements: Minimum 400 shares and stock equal to 5× annual cash retainer; all directors met requirements as of March 18, 2025 (alignment signal) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard director cash retainer |
| Equity retainer (phantom stock units) | $125,000 | 1,542 units granted on May 15, 2024 at $81.08/unit; units non-forfeitable upon grant and payable in cash upon board departure |
| Committee member fees | $17,500 | Audit member $10,000; Compensation member $7,500 |
| Total cash fees (2024) | $97,500 | Matches cash column for Motwani |
| Dividends on phantom units (2024) | $1,331 | $0.10 per unit for first three quarters, $0.11 in Q4, based on units held at record date |
Payment structure and plan mechanics:
- Directors may defer cash fees into units via the Nonfunded Deferred Compensation and Unit Award Plan; distributions are in cash upon separation .
- No stock options or non-equity incentive plan compensation for directors; no director pension participation .
Performance Compensation
- Not applicable: MTX does not provide performance-based incentive awards to non-employee directors; compensation is via fixed cash retainer, committee fees, and annual phantom stock unit grants (no options or bonus plans) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other U.S. public company boards | None (0) |
| Prior boards | Mid-Central National Bank (2020–2021) |
| Interlocks | No compensation committee interlocks or insider participation in 2024 |
Expertise & Qualifications
- Financial literacy: Senior finance roles at J.P. Morgan and Jiko Group .
- Technology: Leadership in technology modernization at J.P. Morgan; CEO of a cybersecurity company .
- Cybersecurity: Board-certified cybersecurity expert; CEO of Cyphlens .
- Financial industry: Significant experience across banking and payments .
- Education: MBA (Wharton), BS (NYU Stern) .
Equity Ownership
| Metric | Amount | Context |
|---|---|---|
| Shares beneficially owned (Mar 5, 2024) | 822 | Less than 1% of class |
| Share equivalent units (Mar 5, 2024) | 2,074 | Supplemental Savings Plan/Director unit program; cash-settled |
| Phantom stock units held (Dec 31, 2024) | 3,633 | Director phantom units outstanding |
| Ownership guideline compliance | Met | All directors compliant as of Mar 18, 2025 |
Note: Phantom stock units and share equivalent units are payable in cash and do not represent voting equity; MTX prohibits hedging/pledging for executives and maintains stringent ownership guidelines; directors’ specific hedging policy not separately disclosed in the proxy .
Governance Assessment
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Strengths:
- Clear independence, strong committee engagement, and 100% committee attendance (Audit and Compensation), supporting board effectiveness .
- Relevant cybersecurity and financial systems expertise aligns with MTX’s risk oversight focus areas (cyber risk reviewed by Audit Committee) .
- Director ownership requirements and compliance increase alignment; no related-party transactions reported for 2024 (reduced conflict risk) .
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Pay structure alignment:
- Director pay mix emphasizes fixed cash and annual phantom units without performance-linked incentives, consistent with governance best practices for director independence; total 2024 compensation for Motwani was $223,831 (cash $97,500, stock awards $125,000, dividends $1,331) .
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Shareholder signals:
- Say-on-pay (executive) support at 79% in 2024 suggests generally constructive investor sentiment; board engaged in proactive shareholder outreach including governance topics .
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RED FLAGS:
- None identified: No related-party transactions; no compensation committee interlocks; robust attendance and independence .
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Monitoring items:
- Confirm ongoing cyber oversight contributions tied to Audit Committee agenda given Motwani’s expertise .
- Track changes to director unit balances and ownership guideline compliance in future proxies .
Citations: