DEF 14A of Minerals Technologies Inc, Apr 2, 2026

DEF 14A of Minerals Technologies Inc

Filed Apr 2, 2026 · FY20250001104659-26-039205

Open on EDGAR

  1. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 32 | Principal Accounting Fees and Services | | 32 | Pre-Approval Policy | | 33 | Report of the Audit Committee | | 34 | EXECUTIVE COMPENSATION | | 34 | Proposal 3 — Advisory Vote to Approve 2025 Named Executive Officer Compensation | | 35 | Compensation Discussion and Analysis | | 58 | Report of the Compensation Committee | | 59 | COMPENSATION TABLES AND NARRATIVE | | 59 | Summary Compensation Table — 2025 | | 62 | Grants of Plan-Based Awards — 2025 | | 63 | Outstanding Equity Awards at Fiscal Year-End — 2025 | | 65 | Option Exercises and Stock Vested — 2025 | | 65 | Pension Benefits — 2025 | | 66 | Non-Qualified Deferred Compensation — 2025 | | 68 | Potential Payments on Termination or Change in Control — 2025 | | 69 | Employment Agreements | | 70 | Change in Control Agreements | | 70 | Stock Award and Incentive Plans | | 71 | Grantor Trust | | 71 | Pay Ratio | | 71 | Pay Versus Performance | | 76 | SHARE OWNERSHIP | | 76 | Security Ownership of Certain Beneficial Owners and Management | | 77 | Delinquent Section 16(a) Reports | | 78 | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | | 78 | Questions and Answers about the Proxy Materials and the Annual Meeting | | A-1 | APPENDIX A — ADDITIONAL INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES (UNAUDITED) |

  2. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | SHAREHOLDER ENGAGEMENT EFFORTS | | | | | Topic | Key Focus Areas | | Actions and Responses | | EXECUTIVE COMPENSATION | Long-Term Incentive (LTI) compensation design | | Increased weighting of performance-based LTl to 50% effective with 2024 awards, to strengthen alignment with long-term strategy and performance and to reflect market best practices. | | | Metric for short-term and long-term incentive compensation programs | | Changed our short-term incentive compensation metric to return on net assets (RONA) as a more effective measure of profitability and capital efficiency with our business leadership having direct influence on the outcome of this metric. For long-term compensation, we continue to use return on capital (ROC), which we view as the most appropriate measure of sustained performance over time. | | | Structure and Overall Design of our Program | | Through direct engagement and extensive outreach across the majority of our shareholder base, we confirmed that our current structure remains aligned with shareholder expectations. Consistent with the focused feedback we received, the Committee did not make significant revisions to the design of our executive compensation program. | | GOVERNANCE | Combined Chair and CEO Board leadership structure | | Our Board believes that ensuring strong Board leadership is a crucial requirement to build long-term shareholder value. Today, we believe the Company’s Board leadership structure with a combined Chair and CEO, balanced by a strong Lead Independent Director, provides the most effective leadership structure for the Company and best supports our long-term strategy. | | | Board composition | | Our Board refreshment efforts in recent years have continued to expand the range of qualities, attributes, skills, and experiences represented among our directors. These efforts are a core component of the Board’s long-term succession planning process, ensuring that the Board maintains the expertise necessary to oversee the Company’s evolving strategic priorities. Over the past nine years, 100% of our director appointments have been diverse in race, ethnicity, or gender — including Dr. Johnson in 2024, Mr. Motwani in 2022, Ms. Deans in 2019, and Ms. Pittman and Mr. Feder in 2017 — further strengthening the Board’s ability to guide the Company’s long-term strategy and support sustainable value creation for shareholders. | | CORPORATE SUSTAINABILITY | Enhanced reporting disclosures | | Our sustainability strategy focuses on two primary areas: (1) continuing to execute against our existing environmental targets — including reductions in greenhouse gas emissions, water usage, and waste — and (2) advancing innovation to deliver more sustainable products and solutions to our customers. In our 2025 Sustainability Report, to be published later in 2026, we expect to report the achievement of all 12 of our sustainability targets established in 2018, and the establishment of a new set of 10-year sustainability targets that will guide the next phase of our environmental strategy. Innovation remains a key enabler of our sustainability efforts. Over the past five years, approximately 67% of the new products we have developed have incorporated sustainable attributes or performance characteristics. |

  3. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | EXECUTIVE COMPENSATION PRACTICES | • Pay-for-Performance culture • Link long-term compensation to stock performance • Double trigger for vesting on change in control • Clawback policy • Minimal perquisites | • Stringent stock ownership requirements for directors and executive officers • Retention period on exercised stock options and vested DRSUs • 50% of long-term incentive compensation is performance-based |

  4. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Because the majority of our long-term incentive compensation in 2025 consisted of equity-based awards, the price of our stock directly affects the compensation realizable by our executives. The following is a comparison between the total realizable compensation for Mr. Dietrich for the years 2023-2025, determined as of December 31, 2025, and the total compensation we reported in the Summary Compensation Table for that time frame, which uses values for equity awards as of the date of grant. See “Compensation Discussion & Analysis — Relationship Between Company Performance and Chief Executive Officer Compensation for 2025” for more information. | |

  5. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    PROPOSAL 1 — ELECTION OF DIRECTORS The Board is divided into three classes. One class is elected each year for a three-year term. This year the Board has nominated Mr. Joseph C. Breunig and Dr. Kristina M. Johnson, each of whom are currently directors of the Company, to serve for a three-year term expiring at the Annual Meeting to be held in 2029.

  6. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | BOARD OF DIRECTORS | DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2029 | CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2027 | CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2028 | | | • Joseph C. Breunig • Kristina M. Johnson | • John J. Carmola • Robert L. Clark • Marc E. Robinson | • Douglas T. Dietrich • Rocky Motwani • Carolyn K. Pittman |

  7. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Ms. Alison A. Deans and Mr. Franklin L. Feder, who are currently directors, have decided to retire as of the end of their respective terms in 2026. Accordingly, Ms. Deans’ and Mr. Feder’s terms as a director will conclude at the 2026 Annual Meeting. We have no reason to believe that the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, your proxy may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.

  8. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES: Mr. Joseph C. Breunig and Dr. Kristina M. Johnson |

  9. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE Members of the Board should have a background and experience in areas important to the operations and strategy of the Company. Experience in the following areas is among the most significant qualifications of a director:

  10. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Experience & Qualifications | | Relevance to Our Company | | | LEADERSHIP EXPERIENCE | Experience as a CEO, CFO, COO, division or segment president or managing director, or other functional leadership within a large, complex organization such as ours. | | | INTERNATIONAL EXPERIENCE | Experience overseeing complex global operations in many countries, such as we have, helps us understand opportunities and challenges. | | | FINANCIAL LITERACY | Knowledge of financial reporting and complex financial transactions, as is involved with our business. | | | TECHNOLOGY EXPERIENCE | Experience with new technology, as we are a technology-based company that depends on our research and development capability for developing and introducing advanced new products. | | | RELEVANT INDUSTRY EXPERIENCE | Experience in manufacturing industries provides a relevant understanding of our business, strategy, and marketplace dynamics. | | | GOVERNMENTAL EXPERIENCE | Experience with government helps us navigate a complex regulatory environment. | | | OPERATIONAL EXPERIENCE | Experience developing and implementing operating plans with an organization as large and complex as ours. | | | M&A/FINANCIAL INDUSTRY EXPERIENCE | Experience with mergers & acquisitions and with capital markets is important for a public company such as ours. | | | RISK MANAGEMENT EXPERTISE | Experience operating in a complex risk environment which requires effective risk management, including in such areas as financial and economic risks, risks related to geopolitical events, and regulatory risks. | | | ENTERPRISE IT/ CYBERSECURITY EXPERTISE | Expertise in enterprise IT and cybersecurity technologies, risks, and strategies. |

  11. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The matrix below summarizes the key experience, qualifications, and attributes of our Board. Marks indicate specific areas of expertise or focus relied on by our Board, but the lack of a mark in a particular area does not necessarily signify a director’s lack of qualification or experience in such area.

  12. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Experience & Qualifications | | JOSEPH C. BREUNIG | JOHN J. CARMOLA | ROBERT L. CLARK | ALISON A. DEANS | DOUGLAS T. DIETRICH | FRANKLIN L. FEDER | KRISTINA M. JOHNSON | ROCKY MOTWANI | CAROLYN K. PITTMAN | MARC E. ROBINSON | | | LEADERSHIP EXPERIENCE | | | | | | | | | | | | | INTERNATIONAL EXPERIENCE | | | | | | | | | | | | | FINANCIAL LITERACY | | | | | | | | | | | | | TECHNOLOGY EXPERIENCE | | | | | | | | | | | | | RELEVANT INDUSTRY EXPERIENCE | | | | | | | | | | | | | GOVERNMENTAL EXPERIENCE | | | | | | | | | | | | | OPERATIONAL EXPERIENCE | | | | | | | | | | | | | M&A/FINANCIAL INDUSTRY EXPERIENCE | | | | | | | | | | | | | RISK MANAGEMENT EXPERTISE | | | | | | | | | | | | | ENTERPRISE IT/ CYBERSECURITY EXPERTISE | | | | | | | | | | |

  13. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Included in each Director and nominee’s biography below is a description of key qualifications and experience of such Director or nominee based on the qualifications described above. The Board believes that the combination of the various qualifications and experiences of the 2026 Director nominees would contribute to an effective and well-functioning Board. DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2029

  14. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | JOSEPH C. BREUNIG | Independent | Director since 2014 |

  15. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 64 COMMITTEES • Compensation • Corporate Governance and Nominating (Chair) | CAREER HIGHLIGHTS Currently serves as the President of OrthoLite Cirql, LLC since 2023. Former Chief Operating Officer of OrthoLite, LLC from 2019 to 2023. Former Executive Vice President, Chemicals at Axiall Corporation from 2010 to 2016. Executive Vice President and Chief Operating Officer, BASF Corporation and President, Market and Business Development, North America, BASF SE, from 2005 to 2010. Increasing positions of responsibility since joining BASF Corporation in 1986 as a process engineer, including Global Marketing Director, Fiber Products Division, from 1998 to 2000; Director, Global Technology, Functional Polymers from 2000 to 2001; and Group Vice President, Functional Polymers from 2001 to 2005. | KEY QUALIFICATIONS AND EXPERIENCE • INDUSTRY AND TECHNOLOGY EXPERIENCE. Former Vice President, Chemicals at Axiall Corporation and Former Executive Vice President and Chief Operating Officer at BASF Corporation. • OPERATIONAL EXPERIENCE. Extensive experience in engineering, management, marketing, and operations. |

  16. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | KRISTINA M. JOHNSON | Independent | Director since 2024 |

  17. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 68 COMMITTEES • Audit • Corporate Governance and Nominating | CAREER HIGHLIGHTS Managing Partner of Catalyzer Ventures, investors in deep-tech including energy, infrastructure and industrial systems, since May 2025 and CEO of Johnson Energy Holdings, LLC since May 2024. Prior to that, Dr. Johnson was President of the Ohio State University from September 2020 to May 2023 and Chancellor of the State University of New York from September 2017 to August 2020. She was co-founder and CEO of hydropower companies Enduring Hydro, LLC and Cube Hydro Partners, LLC from 2011 to 2017; Undersecretary of Energy at the U.S. Department of Energy from May 2009 to October 2010; Senior Vice President and Provost at the Johns Hopkins University from 2007 to 2009; and Dean of Engineering at Duke University from 1999 to 2007. Dr. Johnson was on the faculty of the University of Colorado at Boulder from 1985-1999 as a professor of electrical and computer engineering. Dr. Johnson earned a Bachelor of Science, Master of Science, and Ph.D. in electrical engineering from Stanford University. Dr. Johnson was inducted into the National Inventors Hall of Fame in 2015 and she is also a member of the National Academy of Engineering and the National Academy of Inventors. In 2008, she was awarded the John Fritz Medal, widely considered the highest award given in the engineering profession. Dr. Johnson currently serves as Director of Cisco Systems, Inc. since 2012 and Director of DuPont de Nemours, Inc. since 2022. She previously served as a Director of the AES Corporation until 2019 and was a Director of the Company from 2000 to 2009. Dr. Johnson currently serves as a Trustee of Society for Science (2024-present) and is Co-Chair of the National Advisory Council on Innovation and Entrepreneurship (NACIE) within the Department of Commerce (2022-2025). | KEY QUALIFICATIONS AND EXPERIENCE • RELEVANT LEADERSHIP EXPERIENCE. President, Chancellor, Provost, and Dean of nationally recognized academic institutions. Also was co-founder and CEO of private hydropower companies. • TECHNOLOGY AND ENGINEERING EXPERTISE. Dr. Johnson has an engineering background with expertise in science and technology, recently awarded the National Medal of Technology and Innovation by President Biden. • GOVERNMENTAL EXPERIENCE. Experience as the Undersecretary of Energy at the U.S. Department of Energy and leading state universities. • BOARD EXPERIENCE. Currently serves on the Boards of Directors of Cisco Systems, Inc. and DuPont de Nemours, Inc., and previously was on the Company’s Board as well as the Boards of Directors of other public companies. |

  18. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    DIRECTORS WHOSE TERMS EXPIRE IN 2027

  19. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | JOHN J. CARMOLA | Independent | Director since 2013 |

  20. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 70 COMMITTEES • Audit • Compensation (Chair) | CAREER HIGHLIGHTS Former Segment President at Goodrich Corporation, which was purchased by United Technologies. Previously, President, Aerospace Customers and Business Development of United Technologies in 2012. From 1996 to 2012, held several positions of increasing responsibility at Goodrich, including Segment President for Actuation and Landing Systems and Segment President of Engine Systems and Group President for Engine/Safety/Electronic Systems. From 1977 to 1996, held various engineering and general management positions at General Electric, including Manager of the M&I Engines Division’s Product Delivery Operation. | KEY QUALIFICATIONS AND EXPERIENCE • RELEVANT PRESIDENT EXPERIENCE. Former Segment President at Goodrich Corporation and former President, Aerospace Customers and Business Development of United Technologies. • OPERATIONAL AND ENGINEERING EXPERIENCE. Extensive experience in engineering, management, product delivery, and operations. |

  21. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | ROBERT L. CLARK | Lead Independent Director since March 2021 | Director since 2010 |

  22. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 62 COMMITTEES • None | CAREER HIGHLIGHTS Lead Independent Director of the Company since March 2021. Venture Partner at Breakthrough Energies Ventures since 2022. Former Provost and Senior Vice President for Research, University of Rochester from 2016 to 2021. Dr. Clark earned his doctorate in mechanical engineering from the Virginia Polytechnic Institute and State University and joined Duke University’s Department of Mechanical Engineering and Materials Science in 1992. He founded Duke’s Center for Biologically Inspired Materials and Material Systems, creating a multimillion-dollar program involving more than two dozen faculty members. He also held the Thomas Lord Professorship of Engineering and served as Dean of the Pratt School of Engineering before joining the University of Rochester as Dean of the Hajim School in 2008. Dr. Clark was named Senior Vice President for Research, University of Rochester, in March 2013 and was appointed Provost and Senior Vice President for Research in July 2016. Dr. Clark is an expert in the science of acoustics, dynamic systems, applied control, and bio-nanomanufacturing. His work in these areas has led to more than 140 journal publications and earned him numerous awards. He is a member of the National Academy of Engineering and is a fellow of the American Society of Mechanical Engineers, the Acoustical Society of America, and the American Association for the Advancement of Science. He served as Chair of the Strategic Research Advisory Board of the Austrian Institute of Technology (2013-2017). | KEY QUALIFICATIONS AND EXPERIENCE • INDUSTRY AND TECHNOLOGY EXPERIENCE. Venture Partner at Breakthrough Energies Ventures and member of Breakthrough Energy Catalyst team responsible for technical diligence on companies building first of a kind deployments. Extensive academic experience in the materials science field at the University of Rochester and Duke University. • RESEARCH AND DEVELOPMENT EXPERTISE. Extensive research and development experience through various roles, including as Senior Vice President for Research, University of Rochester, Senior Associate Dean for Research, Pratt School of Engineering, Duke University, and Vice President and Senior Research Scientist for Adaptive Technologies Incorporated. • INTELLECTUAL PROPERTY MANAGEMENT EXPERIENCE. Founder of the intellectual property company and oversaw UR Ventures at the University of Rochester. • PROCESS MANUFACTURING EXPERTISE. Holds a Ph.D. in Mechanical Engineering from Virginia Polytechnic Institute and State University and research in this field. • GOVERNMENT CONTRACTING EXPERTISE. Headed numerous research programs funded by government agencies, including the National Aeronautics and Space Administration, the Department of Defense, and the National Science Foundation. • GLOBAL EXPERTISE. Extensive global experience in research, development, and innovation. |

  23. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | MARC E. ROBINSON | Independent | Director since 2012 |

  24. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 65 COMMITTEES • Audit (Chair) • Corporate Governance and Nominating | CAREER HIGHLIGHTS Former Senior Vice President, Enterprise Strategy at CVS Health and Aetna from 2017-2020. Previously, Managing Director at PwC Strategy from 2015 to 2017, Senior Executive Advisor at Booz & Company from 2011 to 2015, Company Group Chairman at Johnson & Johnson from 2007 to 2011, Global President Consumer Healthcare Division at Pfizer from 2003 to 2006, North American President Consumer Healthcare Division at Pfizer from 2000 to 2002, Regional President of Australia and New Zealand at the Warner-Lambert Company from 1999 to 2000, and General Manager European Business Process Improvement at the Warner-Lambert Company from 1996 to 1998. Member of the Capsugel Scientific and Business Advisory Board from May 2012 to July 2017. | KEY QUALIFICATIONS AND EXPERIENCE • HIGH LEVEL OF FINANCIAL LITERACY. Extensive experience in managing global and regional business units for Johnson & Johnson, Pfizer Inc., and Warner-Lambert Company. • INDUSTRY AND TECHNOLOGY EXPERIENCE. Extensive strategic and operational experience in the consumer health care industry, with special focus in marketing, sales, research and development, finance, and human resources at Johnson & Johnson, Pfizer Inc., and Warner-Lambert Company. • OPERATIONAL EXPERIENCE. Extensive experience in innovation, human capital development, mergers and acquisitions, and global marketing. • GLOBAL EXPERTISE. Extensive global experience managing large multi-functional businesses in emerging and developed markets in North America, Europe, Asia-Pacific, and Latin America. |

  25. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    DIRECTORS WHOSE TERMS EXPIRE IN 2028

  26. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | DOUGLAS T. DIETRICH | Chairman of the Board since 2021 | Director since 2016 |

  27. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 57 COMMITTEES • None | CAREER HIGHLIGHTS Chief Executive Officer of Minerals Technologies Inc. since December 2016 and Chairman of the Board since March 2021. Served as Senior Vice President-Finance and Chief Financial Officer for Minerals Technologies Inc. since January 1, 2011 after serving three years as Vice President, Corporate Development and Treasury. Prior to joining Minerals Technologies Inc., Mr. Dietrich held positions at Alcoa Inc., including Vice President, Alcoa Wheel Products — Automotive Wheels and President, Alcoa Latin America Extrusions. Mr. Dietrich is the chairman of the Penn Cultural Heritage Center of the University of Pennsylvania Museum of Archaeology and Anthropology. He is also a member of the Director’s Council of the Penn Museum at the University of Pennsylvania and in 2025 was elected as a Director on the Board of Kennametal Inc. (NYSE: KMT). | KEY QUALIFICATIONS AND EXPERIENCE • RELEVANT CHIEF EXECUTIVE OFFICER/ PRESIDENT EXPERIENCE. Chief Executive Officer of the Company effective 2016. • OPERATIONAL AND ENGINEERING EXPERIENCE. Extensive experience in engineering, management, product delivery, and operations. • HIGH LEVEL OF FINANCIAL LITERACY. Extensive financial oversight experience in senior management roles with the Company, including as Chief Financial Officer from 2011 to 2016, and with Alcoa Inc. • INDUSTRY AND TECHNOLOGY EXPERIENCE. Extensive experience in the industrial goods, mining, and metals manufacturing field. • EXTENSIVE INTERNATIONAL EXPERIENCE. Experience from leadership positions with several international divisions of Alcoa Inc. |

  28. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | ROCKY MOTWANI | Independent | Director since 2022 |

  29. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 52 COMMITTEES • Audit • Compensation | CAREER HIGHLIGHTS Chief Executive Officer of Cyphlens, a cybersecurity company, since January 2022. Prior to Cyphlens, Mr. Motwani was Co-Founder, CFO, and a Board member of Jiko Group, a technology-based bank holding company, from July 2015 to December 2021. He was also a Board member of Mid-Central National Bank from 2020 to 2021. Prior to that, he held positions of increasing responsibility at J.P. Morgan from 2005 to 2014, including Managing Director in the company’s Transaction Services franchise. He also co-led the technology modernization and automation of J.P. Morgan’s global corporate FX payments business, as well as managed its escrow payments business. Mr. Motwani began his career at Jones Lang Lasalle, a firm that specializes in real estate and investment management, and later moved to McKinsey & Company, serving the technology sector in Silicon Valley. | KEY QUALIFICATIONS AND EXPERIENCE • HIGH LEVEL OF FINANCIAL LITERACY. Extensive financial oversight experience in senior management roles with J.P. Morgan and Jiko Group. • TECHNOLOGY EXPERIENCE. Extensive experience with technology-based companies, as Chief Executive Officer of Cyphlens, a cybersecurity company, as co-founder of Jiko Group, which invests in and runs technology companies, as well as with J.P. Morgan, where he led the technology modernization and automation of J.P. Morgan’s global corporate FX payments business. • CYBER EXPERIENCE. Chief Executive Officer of Cyphlens, a cybersecurity company. Also a Board-certified cybersecurity expert. • FINANCIAL INDUSTRY EXPERIENCE. Extensive experience in the financial industry with Jiko Group and J.P. Morgan. |

  30. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | CAROLYN K. PITTMAN | Independent | Director since 2017 |

  31. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 62 COMMITTEES • Audit (Audit Committee Financial Expert) • Corporate Governance and Nominating | CAREER HIGHLIGHTS Former Senior Vice President and Chief Accounting Officer of Maxar Technologies from July 2019 to September 2023. Prior to Maxar, Ms. Pittman was Vice President-Finance and Controller for Huntington Ingalls Newport News Shipbuilding from 2011 to 2018. Ms. Pittman was Vice President and Chief Financial Officer, Enterprise Shared Services and Information Technology, at Northrop Grumman from 2008 to 2011. She joined Northrop Grumman as a manager in 1995 and attained positions of increasing responsibility, including Vice President — Sector Controller, Vice President — Internal Audit, and Chief Audit Executive. Ms. Pittman began her career with Ernst & Young LLP, where she held positions within audit and assurance services from 1985 to 1995. | KEY QUALIFICATIONS AND EXPERIENCE • HIGH LEVEL OF FINANCIAL LITERACY. Extensive financial oversight experience in senior management roles with Maxar Technologies, Huntington Ingalls Newport News Shipbuilding, and Northrop Grumman. • OPERATIONAL EXPERIENCE. Extensive experience in enterprise shared services, information technology, and audit roles with Northrop Grumman. • RISK MANAGEMENT EXPERIENCE. Extensive experience with Enterprise Risk Management evaluation, Sarbanes-Oxley Risk and Control Matrices, and business continuity planning. • INDUSTRY AND TECHNOLOGY EXPERIENCE. Extensive experience with project management of large ERP conversions, governance, risk and control systems, and IT controls. Certified Information Systems auditor. |

  32. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    DIRECTORS WHOSE TERM EXPIRES AT THE 2026 ANNUAL MEETING

  33. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | ALISON A. DEANS | Independent | Director since 2019 |

  34. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 64 COMMITTEES • Compensation • Corporate Governance and Nominating | CAREER HIGHLIGHTS Currently an independent consultant focusing on the investment advisory and diversified financial services industry. Ms. Deans was Chief Investment Officer at CRT, a diversified financial services business, from 2014 to 2015. Previously, Ms. Deans worked at Lehman Brothers/ Neuberger Berman from 2004 to July 2009. Her last positions there were Head of Equities and Private Asset Management. She also served as Chief Investment Officer overseeing the policy, risk, and performance measurement groups for both fixed income and equities as well as the Equity Research Department. Prior to Lehman Brothers, she was Chief Financial Officer of Commercial Banking for BankOne from 2000 to 2003. Prior to BankOne, Ms. Deans spent nine years at Travelers/Citigroup, where, from 1999 to 2000, she was Director of Development at Citigroup. | KEY QUALIFICATIONS AND EXPERIENCE • HIGH LEVEL OF FINANCIAL LITERACY. Extensive financial oversight experience in senior management roles with CRT, Lehman Brothers/Neuberger Berman, BankOne, and Travelers/Citigroup. • MARKET EXPERIENCE. Extensive experience in financial markets as Chief Investment Officer at CRT and Lehman Brothers/Neuberger Berman. |

  35. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | FRANKLIN L. FEDER | Independent | Director since 2017 |

  36. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | AGE 75 COMMITTEES • Audit (Audit Committee Financial Expert) • Compensation | CAREER HIGHLIGHTS Former Regional Chief Executive Officer for Latin America and Caribbean, Alcoa Inc., from 2004 to 2014. Prior to that, Mr. Feder was Vice President and Director — Corporate Development, Alcoa from 1999 to 2004 and Chief Financial Officer, Alcoa Latin America and Director — Planning from 1990 to 1999. Prior to joining Alcoa, Mr. Feder was Partner with the then Booz, Allen & Hamilton management consulting organization. He served on the Board of Directors of PACCAR, Inc. from 2018 to 2024, and was the CEO and Chairman of Intercement, a leading cement producer in Brazil, Argentina, Portugal, and South Africa. He currently serves on the Boards of Directors of three Brazilian companies, Vale S.A. (publicly traded), Companhia Brasileira de Aluminio (publicly traded) and Prumo Logistica S.A., as well as on the Advisory Board of Prada, a multi-family investment company. Mr. Feder also serves on the Boards of Directors of corporate social responsibility and environmental organizations in Brazil. | KEY QUALIFICATIONS AND EXPERIENCE • EXTENSIVE INTERNATIONAL EXPERIENCE. Experience from leadership positions with Alcoa Inc., including as Regional Chief Executive Officer for Latin America & the Caribbean. • HIGH LEVEL OF FINANCIAL LITERACY. Extensive financial oversight experience in senior management roles with Alcoa Inc. • BOARD EXPERIENCE. Service on the Company’s Board, as well as on the boards of PACCAR, Inc., a U.S. public company, and several public and private companies in Brazil and Argentina. • INDUSTRY AND TECHNOLOGY EXPERIENCE. Extensive experience in the manufacturing field with Alcoa Inc. |

  37. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Our Board of Directors (the “Board”): • oversees the activities of our management in the handling of the business and affairs of our Company, • reviews and approves fundamental financial and business strategies, • assesses major risks facing the Company, and • assures that the long-term interests of shareholders are being served. As part of the Board’s oversight responsibility, it monitors developments in the area of corporate governance. The Board has adopted a number of policies with respect to our corporate governance, including the following: (i) a set of guidelines setting forth the operation of our Board and related governance matters, entitled “Corporate Governance Guidelines”; (ii) a code of ethics for the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, entitled “Code of Ethics for Senior Financial Officers”; and (iii) a code of business conduct and ethics for directors, officers, and employees of the Company entitled “Summary of Policies on Business Conduct.” The Board annually reviews and amends, as appropriate, our governance policies and procedures. The Corporate Governance Guidelines, the Code of Ethics for Senior Financial Officers, and the Summary of Policies on Business Conduct are posted on our website and are available in print at no charge to any shareholder who requests them in writing, at the following locations:

  38. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Minerals Technologies Inc. Attention: Secretary 622 Third Avenue, 38th Floor New York, New York 10017-6707 | | www.mineralstech.com/policies |

  39. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    OUR BOARD OF DIRECTORS Our Board is elected by our shareholders to oversee our business and affairs. The Board advises and counsels management regarding the long-term interests of the Company, our shareholders, and other stakeholders regarding a broad range of subjects. The Board and its Committees also perform a number of specific functions, such as:

  40. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | BOARD OF DIRECTOR AND COMMITTEEE RESPONSIBILITIES | • Selecting, evaluating performance of, and compensating the Chief Executive Officer, overseeing Chief Executive Officer succession planning, and providing counsel and oversight on the selection, evaluation, development, and compensation of senior management; • Reviewing, approving, and monitoring fundamental financial and business strategies, including: » our annual plan and longer-term strategic plans, » significant capital expenditures and uses of the Company’s funds, and » other major corporate actions; • Ensuring processes are in place for maintaining: » the integrity of the Company, » the integrity of its financial statements, » the integrity of its compliance with laws, rules, regulations, and ethics, | » the integrity of its relationships with customers and suppliers, and » the integrity of its relationships with other stakeholders; • Assessing major risks facing the Company and reviewing options for their management and mitigation; • Regularly reviewing the Company’s: » safety culture and performance, » environmental compliance, » sustainability practices, » diversity and inclusion activities, and » social and governance policies; and • Regularly evaluating potential strategic alternatives relating to the Company and our business, including possible acquisitions, divestitures, and business combinations. |

  41. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    MEETINGS AND ATTENDANCE The Board met five times in 2025. Each of the directors attended more than 75% of the meetings of the Board and committees on which he or she served in 2025. At each regular meeting of the Board, the independent (non-management) directors have an opportunity to meet in executive session outside the presence of Mr. Dietrich, the Company’s sole non-independent (management) director, or any other member of management. Dr. Clark, in his role as Lead Independent Director, presides at the executive sessions of the independent directors. Under our Corporate Governance Guidelines, all members of the Board are expected to attend the Annual Meeting of Shareholders. All of the members of the Board attended last year’s Annual Meeting of Shareholders. DIRECTOR INDEPENDENCE The Board has adopted the following categorical standards to guide it in determining whether a member of the Board can be considered “independent” for purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange: a director will not be independent if, within the preceding three years: • The director was employed by the Company, or an immediate family member of the director was employed by the Company, as an executive officer; • the director or an immediate family member of the director received more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pensions or other forms of direct compensation for prior service (provided such compensation is not contingent in any way on continued service); • the director was employed by or affiliated with the Company’s independent registered public accounting firm or an immediate family member of the director was employed by or affiliated with the Company’s independent registered public accounting firm in a professional capacity; • the director or an immediate family member was employed as an executive officer of another company where any of the Company’s present executives served on that company’s compensation committee; or • the director was an executive officer or an employee, or had an immediate family member who was an executive officer, of a company that made payments to, or received payments from, the Company for goods or services in an amount which, in any single fiscal year, exceeded the greater of $1,000,000 or 2% of the other company’s consolidated gross revenues. In the case of each director who qualifies as independent, the Board is aware of no relationships between the director and the Company and its senior management, other than the director’s membership on the Board of the Company and on committees of the Board. As a result of its application of the categorical standards and the absence of other relationships, the Board has affirmatively determined (with each member abstaining from consideration of his or her own independence) that none of the non-employee members of the Board violates the categorical standards or otherwise has a relationship with the Company and, therefore, each is independent. Specifically, the Board has affirmatively determined that Mr. Joseph C. Breunig, Mr. John J. Carmola, Dr. Robert L. Clark, Jr., Ms. Alison A. Deans, Mr. Franklin L. Feder, Dr. Kristina M. Johnson, Mr. Rocky Motwani, Ms. Carolyn K. Pittman, and Mr. Marc E. Robinson, comprising all of the non-employee directors, are independent. BOARD LEADERSHIP STRUCTURE The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to ensure both a highly engaged and high-functioning Board and independent oversight of senior management. The Company’s governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its shareholders at any particular time, given the dynamic and competitive environment in which we operate. At the present time, the Board believes a leadership model with a combined Chairman and CEO position and a Lead Independent Director best supports the creation of long-term, sustainable value for our shareholders. The current Chairman of the Board and Chief Executive Officer, Mr. Dietrich, possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company and its businesses and is thus best positioned to ensure that the Board’s time and attention are focused on the most critical matters facing the Company. The Board also believes that Mr. Dietrich’s combined role ensures clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently. The Board recognizes the benefit of independent leadership with a clearly defined role and set of responsibilities to enhance the effectiveness of the Board’s oversight role. For this reason, the Board adopted a charter for the Company’s Lead Independent Director which provides that, in the event the Chairman of the Board and Chief Executive Officer positions are held by one person, the Company’s independent directors may designate a Lead Independent Director from among the independent directors. The designation of the Lead Independent Director is to be made annually, although with the expectation of the Board that the Lead Independent Director will be re-appointed for multiple, consecutive one-year terms. The Charter provides the position a clear mandate, significant authority, and well-defined responsibilities, including the following:

  42. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | LEAD INDEPENDENT DIRECTOR’S RESPONSIBILITIES | • Lead Board meetings when the Chairman is not present; • Lead executive sessions of the independent directors; • Serve as an ex-officio member of each Committee and regularly attend meetings of the various Committees; • Call meetings of the independent directors; • Convene the Board to discuss and determine the appropriate succession plan for the Chairman and CEO in the event the Chairman and CEO is unable to perform his regular duties due to illness, death, or incapacitating event; • Lead the independent directors’ evaluation of the Chairman and CEO’s effectiveness, including assessing his ability to provide leadership and direction to the full Board; • Serve as liaison between the independent directors and the Chairman and CEO; | • Approve information sent to the Board, including the quality, quantity, and timeliness of such information; • Contribute to the development of and approve meeting agendas; • Facilitate the Board’s approval of the number and frequency of Board meetings and approve meeting schedules to ensure sufficient time for discussion of all agenda items; • Authorize the retention of outside advisors and consultants who report directly to the Board; • Keep apprised of inquiries from shareholders and involved in correspondence responding to those inquiries, when appropriate; and • If requested by shareholders or other stakeholders, ensure that he or she is available, when appropriate, for consultation and direct communication. |

  43. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The Lead Independent Director Charter is available on our website, www.mineralstech.com, under the links entitled “Investors” and then “Corporate Governance.” In practice, the Board expects the independent directors will work collaboratively with Mr. Dietrich to discharge their Board responsibilities. The Company believes that this approach effectively encourages full participation by all Board members in relevant matters, while avoiding unnecessary hierarchy. It provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. The Board believes that additional structure or formalities would not enhance the substantive corporate governance process and could restrict the access of individual Board members to management. The Board recognizes that there is no single, generally accepted approach to providing Board leadership. While it has adopted this leadership structure for the present, the Board reserves the right to adopt a different policy as circumstances warrant. BOARD SIZE AND COMMITTEES It is the policy of the Company that the number of directors should not exceed a number that can function efficiently as a body. The Board currently consists of ten members, nine of whom have been affirmatively determined to be independent. Upon the retirements of Ms. Deans and Mr. Feder at the Annual Meeting, the Board size will be eight. The Board currently has the following Committees: Audit, Compensation, and Corporate Governance and Nominating. Each Committee consists entirely of independent, non-employee directors. The responsibilities of such Committees are more fully discussed below under “Committees of the Board of Directors.” The Corporate Governance and Nominating Committee considers and makes recommendations to the Board concerning the appropriate size and needs of the Board and its Committees. BOARD REFRESHMENT Shareholders consistently highlight board refreshment as an important area of focus. Our Board is composed of a highly capable group of directors that are well-equipped to oversee the success of our business and effectively represent the interests of our shareholders, and we are committed to ensuring it remains this way through effective succession planning and refreshment. We are pleased that in the past ten years, we have welcomed six new directors. This refreshment process has infused unique ideas and fresh perspectives into the boardroom and has significantly increased the diversity of our Board. The Board does not endorse arbitrary term limits on directors’ service. However, it is the policy of the Company that each director shall submit his or her resignation from the Board not later than the date of his or her 72nd birthday. The Board will then determine whether to accept such resignation. The Board self-evaluation process is an important determinant for continuing service by current directors. IDENTIFICATION AND EVALUATION OF DIRECTORS The Corporate Governance and Nominating Committee is charged with seeking individuals qualified to become directors and recommending candidates for all directorships to the full Board. The Committee considers director candidates to fill new positions created by expansion and vacancies that occur by resignation, by retirement, or for any other reason. While the Board has not established any minimum set of qualifications for membership on the Board, candidates are selected for, among other things: • their integrity, • independence, • range of experience, • leadership, • the ability to exercise sound judgment, • the needs of the Company including our ability to maintain diversity, and • the range of talent and experience already represented on the Board. See “Director Qualifications” below for detailed information concerning directors’ qualifications. The Committee considers director candidates suggested by members of the Committee, other directors, senior management, and shareholders. The Committee has the authority to use outside search consultants at its discretion. Final approval of a candidate is determined by the full Board. Shareholders wishing to recommend a director candidate to the Committee for its consideration should write to the Committee:

  44. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Minerals Technologies Inc. Attention: Secretary 622 Third Avenue, 38th Floor New York, New York 10017-6707 |

  45. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    To receive meaningful consideration, a recommendation should include the candidate’s name, biographical data, and a description of his or her qualifications in light of the criteria discussed below. Recommendations by shareholders that are made in accordance with these procedures will receive the same consideration by the Committee as other suggested nominees. Shareholders wishing to nominate a director directly at a meeting of shareholders should follow the procedures set forth in the Company’s by-laws and described under “Shareholder Proposals and Nominations,” below. DIRECTOR QUALIFICATIONS Directors are responsible for overseeing the Company’s business and affairs consistent with their fiduciary duty to shareholders. This significant responsibility requires that the Board is composed of highly skilled individuals with various qualities, skills, knowledge and experiences, as well as reflect sensitivity to the need for diversity as to geography, gender, ethnic background, and other attributes. The Board and Corporate Governance and Nominating Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field. It is expected that candidates will have an appreciation of the responsibilities of a director of a company whose shares are listed on a national securities exchange. The Board and Committee also take into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective director candidates. The Board believes that its members provide a significant composite mix of experience, skills, knowledge, and competencies that are directly relevant to the Company’s business, contribute to a more effective decision-making process and allow the Board to effectively fulfill its responsibilities. The Board uses a skills matrix to assist it in considering the appropriate balance of experience, skills, and attributes required of a director and to be represented on the Board as a whole. The skills matrix is based on the Company’s strategic plan and is periodically reviewed. Board candidates are evaluated against the skills matrix when the Committee determines whether to recommend candidates for initial election to the Board and when determining whether to recommend currently serving directors for re-election to the Board. While the Board does not have a specific written diversity policy, the Company is committed to inclusiveness with respect to diversity of ethnicity and gender. Accordingly, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, the Committee is committed to ensuring that candidates with a diversity of ethnicity and gender are included in each pool of candidates from which Board nominees are chosen. COMMITTEES OF THE BOARD OF DIRECTORS The Board has established and approved formal written charters for an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. The full texts of the charters of these three committees are available on our website, www.mineralstech.com, by clicking on “Investors” and then “Corporate Governance.” The charters are also available in print at no charge to any shareholder who requests them by writing to Minerals Technologies Inc., Attention: Secretary, 622 Third Avenue, 38th Floor, New York, New York 10017-6707.

  46. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | THE AUDIT COMMITTEE | MEETINGS IN 2025: FIVE | | | | 100% Independent | 100% Attendance |

  47. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | MEMBERS, NONE OF WHOM IS AN EMPLOYEE OF THE COMPANY • Marc E. Robinson (Chair) • John J. Carmola • Franklin L. Feder • Kristina M. Johnson • Rocky Motwani • Carolyn K. Pittman QUALIFICATIONS • The Board has determined that each member of the Audit Committee is independent and financially literate in accordance with the rules of the New York Stock Exchange, as well as being independent under the rules of the SEC. • The Board has also determined that Mr. Feder and Ms. Pittman are “audit committee financial experts” for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 and have “financial expertise” for purposes of the rules of the New York Stock Exchange. REPORT OF THE AUDIT COMMITTEE See page 33. | KEY RESPONSIBILITIES The primary duties of the Audit Committee are: • to assist the Board in its oversight of: (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s independent registered public accounting firm, and (iv) the performance of the Company’s internal audit function and independent registered public accounting firm; • to appoint, compensate, and oversee the work of the independent registered public accounting firm employed by the Company (including resolution of disagreements between management and the auditors concerning financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm shall report directly to the Committee; • to prepare the report of the Committee required by the rules of the SEC to be included in the Company’s annual proxy statement; and • to discuss the Company’s policies with respect to risk assessment and risk management in executive sessions and with management, the internal auditors, and the independent auditor, in particular with respect to the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. In addition to its regularly scheduled meetings, the Audit Committee is available either as a group or individually to discuss any matters that might affect the financial statements, internal controls, or other financial aspects of the operations of the Company. The Chair of the Audit Committee may be reached at the following e-mail address: audit.chair@mineralstech.com. |

  48. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | THE COMPENSATION COMMITTEE | MEETINGS IN 2025: THREE | | | | 100% Independent | 100% Attendance |

  49. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | MEMBERS, NONE OF WHOM IS AN EMPLOYEE OF THE COMPANY • John J. Carmola (Chair) • Joseph C. Breunig • Alison A. Deans • Franklin L. Feder • Rocky Motwani QUALIFICATIONS • The Board has determined that each member of the Compensation Committee is independent in accordance with the rules of the New York Stock Exchange. REPORT OF THE COMPENSATION COMMITTEE See page 58. | KEY RESPONSIBILITIES The primary duties of the Compensation Committee are: • to participate in the development of our compensation and benefits policies; • to establish, and from time to time vary, the salaries and other compensation of the Company’s Chief Executive Officer and other elected officers; • to review and approve the Company’s incentive structure to avoid encouraging excessive risk-taking through financial incentives as well as the relationship between compensation and the Company’s risk management policies and practices; and • to participate in top-level management succession planning. The Compensation Committee also oversees our efforts at promoting gender equity within our Company. See “Compensation Discussion and Analysis” and “Report of the Compensation Committee” below for further discussion of the Compensation Committee’s activities in 2025. The Chair of the Compensation Committee may be reached at the following e-mail address: compensation.chair@mineralstech.com. |

  50. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION There were no Compensation Committee interlocks or insider (employee) participation during 2025.

  51. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE | MEETINGS IN 2025: THREE | | | | 100% Independent | 100% Attendance |

  52. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | MEMBERS, NONE OF WHOM IS AN EMPLOYEE OF THE COMPANY • Joseph C. Breunig (Chair) • Alison A. Deans • Kristina M. Johnson • Carolyn K. Pittman • Marc E. Robinson QUALIFICATIONS • The Board has determined that each member of the Corporate Governance and Nominating Committee is independent in accordance with the rules of the New York Stock Exchange. REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE See page 31. | KEY RESPONSIBILITIES The primary duties of the Corporate Governance and Nominating Committee are: • the identification of individuals qualified to become Board members and the recommendation to the Board of nominees for election to the Board at the next annual meeting of shareholders or whenever a vacancy shall occur on the Board; • the establishment and operation of committees of the Board; • the development and recommendation to the Board of corporate governance principles applicable to the Company; • the review and evaluation of the Company’s programs, policies, and practices relating to sustainability issues; and • the oversight of an annual review of the Board’s performance. The Corporate Governance and Nominating Committee is charged with recommending candidates for all directorships to the full Board. The Corporate Governance and Nominating Committee monitors the composition of the Board to assure that it contains a reasonable balance of professional interests, business experience, financial experience, and independent directors. If the Committee determines that it is in the best interests of the Company to add new Board members, it will identify and evaluate candidates as discussed in more detail above under “Corporate Governance — Identification and Evaluation of Directors.” Candidates are considered by the Committee in light of the qualifications for directors set forth above under “Corporate Governance — Director Qualifications.” See “Report of the Corporate Governance and Nominating Committee,” below, for further discussion of the Corporate Governance and Nominating Committee’s activities in 2025. The Chair of the Corporate Governance and Nominating Committee may be reached at the following e-mail address: governance.chair@mineralstech.com. |

  53. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    BOARD AND COMMITTEE SELF-EVALUATION The members of the Board, each Committee and the Board as a whole are required to conduct a self-evaluation of their performance. The evaluation process is organized by the Corporate Governance and Nominating Committee, occurs at least annually, and is re-evaluated each year to ensure it complies with current best practices. The evaluation is part of a detailed review of directors’ qualifications for re-nomination. DIRECTOR STOCK OWNERSHIP REQUIREMENTS Under the Company’s Corporate Governance Guidelines, each director is required to own by the end of the first 36 months of service as a director and maintain throughout their service as a director: • At least 400 shares of the Company’s common stock outright (excluding any stock units awarded by the Company and any unexercised stock options); and • A number of shares equal to five times the then current annual cash retainer for directors (inclusive of any stock units, restricted stock or similar awards by the Company in connection with service as an employee or director, and, if applicable, shares purchased with amounts invested in the MTI retirement plans, but excluding any unexercised stock options). As of March 24, 2026, all of the Company’s directors met the requirement. THE BOARD’S ROLE IN RISK OVERSIGHT The Board has responsibility for risk oversight, including understanding critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, and seeing that such risk management processes are functioning adequately. At each Board meeting, the Board as a whole discusses the key strategic risks facing the Company, both short-term and long-term. The risk oversight focus areas reviewed by the Board as a whole include risks related to the Company’s: • capital structure, • mergers and acquisitions, • capital projects, • cybersecurity, • environmental, health, and safety risks, and • geopolitical and associated market risks. The Board also reviews the Company’s strategic business plans, which includes evaluating the risks associated with these plans. In addition, the Board regularly consults with outside advisors and experts to anticipate future threats and trends. It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Company’s management has several layers of risk oversight, including through the Company’s Strategic Risk Management Committee and Operating Risk Management Committee, as well as the Company’s Chief Compliance Officer, who reports directly to the Chief Executive Officer. Management communicates routinely with the Board, Board Committees, and individual directors on the significant risks identified and how they are being managed, including formal reports by the Strategic Risk Management Committee to the Board that are at least annual, and periodic reports by the Chief Compliance Officer to the Audit Committee and the Board. The Board also implements its risk oversight function through Committees, which take the lead in discrete areas of risk oversight within their areas of responsibility and provide reports regarding their activities to the Board at each meeting. The risk oversight focus areas of the committees are:

  54. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | BOARD OF DIRECTORS, CORPORATE GOVERNANCE AND NOMINATING COMMITTEE receive performance metrics and regular updates with detailed review annually | | CHIEF EXECUTIVE OFFICER | | | | | | | | | | | | | | | | | | | | LEAD TEAMS | | | | | | | | | | Environmental Health & Safety | Operational Excellence | Technology & Innovation | Sustainability | Global Inclusion Council | Mining | Expense Optimization |

  55. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Non-Employee Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Joseph C. Breunig | 110,000 | 145,000 | 8,499 | 263,499 | | John J. Carmola | 112,500 | 145,000 | 11,352 | 268,852 | | Robert L. Clark | 130,000 | 145,000 | 13,918 | 288,918 | | Alison A. Deans | 95,000 | 145,000 | 6,628 | 246,628 | | Franklin L. Feder | 97,500(3) | 145,000 | 9,744 | 252,244 | | Kristina M. Johnson | 97,500 | 145,000 | 1,550 | 244,050 | | Rocky Motwani | 97,500 | 145,000 | 2,491 | 244,991 | | Carolyn K. Pittman | 97,500(3) | 145,000 | 7,939 | 250,439 | | Marc E. Robinson | 117,500 | 145,000 | 10,888 | 273,388 |

  56. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Non-Employee Director Compensation | Annual Retainer ($) | | | Annual Retainer Fee (Cash) | 80,000 | | | Annual Retainer Fee (Units) | 145,000 | | | Lead Independent Director | 25,000 | | | Committee Service | Chair ($) | Member ($) | | Audit Committee | 30,000 | 10,000 | | Compensation Committee | 22,500 | 7,500 | | Corporate Governance and Nominating Committee | 22,500 | 7,500 |

  57. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 55 | OBJECTIVES OF OUR COMPENSATION PROGRAM FOR NAMED EXECUTIVE OFFICERS | | 55 | DECISION-MAKING RESPONSIBILITY | | 55 | COMPARATOR GROUP COMPANIES | | 56 | SETTING TOTAL DIRECT REMUNERATION | | 56 | RETIREMENT PROGRAMS | | 56 | Retirement Plans | | 56 | Defined Contribution 401(k) Plan | | 57 | Deferred Compensation | | 57 | OTHER POLICIES AND PRACTICES | | 57 | Perquisites | | 57 | Employment Agreements | | 57 | Severance Policies | | 57 | Equity Award Grant Practices | | 57 | Clawback Policy | | 58 | Officer Stock Ownership Guidelines | | 58 | Trading Controls and Hedging Transactions | | 58 | 2026 COMPENSATION PROGRAM FOR NAMED EXECUTIVE OFFICERS |

  58. Balance Sheet

    | 2025 CAPITAL DEPLOYMENT $107M CapEx $73M Return to Shareholders | LIQUIDITY $724M Cash, Cash Equivalents, Short-Term Investments and Available Revolver (At 12/31/2025) | NET LEVERAGE RATIO 1.7x Adjusted EBITDA (At 12/31/2025) |

  59. TOTAL SHAREHOLDER RETURN

    | WHAT WE DON’T DO | • WE DO NOT PAY DIVIDEND EQUIVALENTS ON STOCK OPTIONS AND UNVESTED DRSUs. • NO REPRICING UNDERWATER STOCK OPTIONS OR BACKDATING STOCK OPTIONS. • NO INCLUSION OF THE VALUE OF EQUITY AWARDS IN PENSION OR SEVERANCE CALCULATIONS. | • NO EXCISE TAX GROSS-UP PAYMENTS UPON CHANGE IN CONTROL. • NO DIVIDEND EQUIVALENTS PAID ON PERFORMANCE UNITS. • NO HEDGING TRANSACTIONS, PLEDGES OF STOCK OR SHORT SALES BY EXECUTIVES PERMITTED. |

  60. TOTAL SHAREHOLDER RETURN

    CONSIDERATION OF RESULTS OF 2025 SHAREHOLDER ADVISORY VOTE At our 2025 Annual Meeting, our shareholders approved the 2024 compensation of our named executive officers with 79% of the shares voting on the matter at the meeting voting in favor. As discussed above under “Shareholder Engagement,” we conduct an extensive, ongoing shareholder engagement effort discussing corporate governance, compensation, and other matters. We believe that the approval of our 2025 “Say-on-Pay” proposal resulted in large measure from our shareholder engagement effort. For our outreach program in 2025, we contacted shareholders that we believe held approximately 89% of our stock and received direct feedback from 45% of our shareholder base. As part of this effort, we specifically solicited our shareholders’ views on our executive compensation program design and linkage between pay and performance. During our outreach, our shareholders did not identify any concerns regarding executive compensation matters or the overall design of our executive compensation program. Shareholders also expressed support for the recent changes we implemented to our executive compensation program, such as increasing the weighting of performance-based LTI to 50% beginning with 2024 awards. See “Shareholder Engagement” on pages 6 – 7 for more information. As a result of the vast majority of shares favoring our “Say-on-Pay” proposal at our 2025 Annual Meeting and that we received no concerns over the design of our program during our 2025-2026 shareholder outreach program, we have substantially maintained our executive compensation program. The Compensation Committee will continue to consider the views of our shareholders in connection with our executive compensation program and make improvements based upon evolving best practices, market compensation information, and changing regulatory requirements. WHAT WE PAY AND WHY: ELEMENTS OF OUR COMPENSATION PROGRAM FOR NAMED EXECUTIVE OFFICERS We have structured the major portion of executive compensation as “total direct remuneration,” consisting of base salary, annual incentive awards, and long-term incentive awards. Long-term incentive awards consist of stock options, Deferred Restricted Stock Units (DRSUs), and Performance Units awarded under our long-term incentive plan. Additional elements supplement the total direct remuneration. As illustrated below, in 2025 the majority of total direct remuneration to our named executive officers was variable and at-risk. The table below summarizes the compensatory elements of our program and briefly explains their purpose. Following the table, we provide a detailed description of each element, why we pay it, and what decisions were made for individual payments and awards in 2025.

  61. TOTAL SHAREHOLDER RETURN

    | | Element of Compensation Program | | Description | How This Element Promotes Company Objectives/Positioning vs. Market | | ◄ FIXED ► | ANNUAL COMPENSATION | BASE SALARY | • Fixed annual compensation that is certain as to payment. • Provides continuous income to meet ongoing living costs. | • Intended to be competitive with marketplace, to aid in recruitment and retention. | | ◄ AT-RISK / VARIABLE ► | | ANNUAL INCENTIVE PLAN | • Offers opportunity to earn performance-based compensation for achieving pre-set annual goals. | • Motivate and reward achievement of corporate objectives. | | | LONG-TERM COMPENSATION | PERFORMANCE UNITS 50% of Total Long-Term Compensation | • Units pay out cash based on three-year performance goals. | • Units earned based on performance metrics that are believed to be key to achieving success in the Company’s strategies. | | | | DRSUs 40% of Total Long-Term Compensation | • Full value grant of stock units typically with ratable vesting over three years. | • Intended to increase long-term equity ownership and to focus executives on providing shareholders with superior investment returns. • Vesting terms and holding requirements promote retention and a strong linkage to the long-term interests of shareholders. | | | | STOCK OPTIONS 10% of Total Long-Term Compensation | • Stock options granted at fair market value on date of grant typically with ratable vesting over three years. | • More highly leveraged risk and reward alignment with shareholder value. • Vesting terms and holding requirements promote retention and a strong linkage to the long-term interests of shareholders. | | ◄ OTHER ► | OTHER COMPENSATION ELEMENTS | RETIREMENT INCOME | • Defined benefit and 401(k) plans intended to provide for replacement of annual compensation with payments upon retirement. | • Fair and competitive program designed to provide basic retirement benefits and encourage long-term services. | | | | DEFERRED COMPENSATION | • Deferred compensation plan that mirrors the Company’s 401(k) plan and allows for an annual deferrals of salary and bonus. | • Modest program that allows executives to have same level of benefits as other participants not subject to IRS limits. | | | | SEVERANCE PAYMENTS | • Payments and benefits upon termination of an executive’s employment in specified circumstances, including after a change in control. | • Intended to provide assurance of financial security to attract lateral hires and to retain executives, especially in disruptive circumstances, such as a change in control and leadership transitions. • Encourages management to consider transactions that could benefit shareholders. | | | | BENEFITS | • Health and welfare benefits. | • Fair and competitive programs to provide family protection. • Facilitate recruitment and retention. | | | | PERQUISITES | • Modest personal benefits limited to financial counseling. | • Highly desired benefits which can represent cost-effective elements of compensation. • We do not provide tax gross-ups for perquisites. |

  62. ANNUAL INCENTIVES

    ANNUAL INCENTIVES We pay annual incentives through our Annual Incentive Plan. The 2025 Annual Incentive Plan is designed to reward participants for the achievement of pre-established Company-wide financial goals and individual contributions thereto, as well as to reward the achievement of individual performance goals, by providing cash awards that are paid if such goals are met. The amount of incentive compensation actually earned by participants in the Annual Incentive Plan is determined by multiplying the target amount by a performance factor. The target amount is a percentage of base salary. Such target percentages for 2025 were consistent with 2024 target percentages for each of the named executive officers. The performance factor represents percentage achievement of weighted composite of corporate financial targets, personal performance objectives, and, for those executives who are Segment Leaders, segment financial targets. The overall performance factor for each element (corporate financial targets, segment financial targets, and personal performance objectives) may individually range from a minimum of 25% to a maximum of 200%, for an overall maximum performance factor of 200%. Payout is equal to target incentive compensation if the performance factor for each element is achieved at 100%.

  63. ANNUAL INCENTIVES

    | BASE SALARY | | TARGET PERCENTAGE OF BASE SALARY | | PERFORMANCE FACTOR ACHIEVED | | INCENTIVE COMPENSATION EARNED |

  64. ANNUAL INCENTIVES

    In January 2026, the Committee reviewed the results of the 2025 Annual Incentive Plan. Payments were determined based on the achievement of the performance factors described below. Individual performance ratings were submitted by the Chief Executive Officer for discussion and approval by the Committee. The performance factors actually achieved for 2025 and the resulting payments to the named executive officers under the 2025 Annual Incentive Plan were as follows:

  65. ANNUAL INCENTIVES

    | Name | 2025 Base Salary ($) | Target Percentage of Base Salary | Target Annual Incentive Compensation ($) | Performance Factor Achieved | 2025 Incentive Compensation Earned ($) | | D.T. Dietrich | 1,050,000 | 125% | 1,312,500 | 86.0% | 1,129,144 | | E.C. Aldag | 574,200 | 75% | 430,650 | 85.8% | 369,614 | | D.J. Monagle, III | 705,285 | 75% | 528,964 | 65.5% | 346,313 | | B. Argirakis | 676,004 | 75% | 507,003 | 96.1% | 487,010 | | J.J. Hastings | 654,859 | 75% | 491,144 | 88.1% | 432,551 |

  66. Calculating the Performance Factor

    Calculating the Performance Factor We maintain a strong link between performance and pay within our executive compensation program through emphasis on incentives and utilization of performance measures that we believe are key drivers of shareholder value creation. For 2025, the Annual Incentive Plan continued to use two financial measures that we determined are important business metrics that lead to creation of shareholder value and therefore deserve significant focus. Both of these measures, Operating Income (OI) and Return on Net Assets (RONA), were consistent with 2024. Performance of the Company as a whole with respect to OI and RONA was a significant factor in each executive’s bonus opportunity. For executives who were Segment Leaders in 2025, namely Mr. Monagle and Mr. Argirakis, performance with respect to these financial targets within the executive’s segment was also a significant factor in such executive’s bonus opportunity. The remainder of each executive’s bonus opportunity was based on personal performance objectives. The table below summarizes the weightings for each element of the performance factor (corporate financial targets, Segment financial targets, and personal performance objectives) for each of our named executive officers, along with their achievement in 2025.

  67. 2025 TARGETS

    2025 TARGETS The following table sets forth the following for both OI and RONA: • the Company performance target range for minimum (threshold) and maximum performance, representing the aggregate of the segment threshold and maximum performance, respectively; • the Company performance target if each of the segment level performance factors were achieved at 100% of target; and • actual 2025 Company performance.

  68. 2025 PERFORMANCE

    | Segment | Weight | 2025 Performance Factor | Weighted Average Payout | | Consumer & Specialties Segment | 50.9% | 57.9% | 29.4% | | Engineered Solutions Segment | 46.4% | 92.3% | 42.8% | | Unallocated Corporate Expense | 2.7% | 200.0% | 5.4% | | Overall Company Total | | | 77.6% |

  69. Segment Level Financial Targets

    Segment Level Financial Targets As discussed above, segment level financial targets for OI and RONA contributed to the aggregate composite Company financial targets. In addition, for the executives who are Segment Leaders, segment OI and RONA were factors in determining the bonus opportunity under the 2025 Annual Incentive Plan. As noted above, segment targets in turn represent an aggregation of sub-segment business unit level targets. The Committee selected performance target ranges for each segment’s OI and RONA based upon recommendations of the Chief Executive Officer and after reviewing the Company’s 2025 operating plan. The Committee also took into account the risks associated within each segment, as well as the economic conditions of the markets each segment serves. As described above, the Committee strived to design performance target ranges for OI and RONA that were challenging but attainable by the executive officers. As with Company level financial targets, a performance factor was determined for each segment level measure based on the actual 2025 performance. The segment performance factors represent a weighted average percentage achievement of sub-segment business unit level targets. Accordingly, the performance factor for a measure does not represent a straight-line relationship between the segment level target performance ranges and the actual performance for such segment. We do not publicly report the financial results at the sub-segment level.

  70. Personal Performance Objectives

    Personal Performance Objectives The personal performance component provides rewards to executives in recognition of contributions in other key areas not captured in the OI and RONA financial metrics. Personal performance objectives for Mr. Dietrich for 2025 were set and approved by the Compensation Committee with input from Mr. Dietrich. Personal performance objectives for other executive officers were set by Mr. Dietrich. Approximately half of the 2025 personal performance objectives were based on quantifiable financial targets. Accordingly, as discussed above, together with the OI and RONA financial metrics, objective financial components represented approximately 85% of the 2025 Annual Incentive Plan’s target metrics. For each category of the personal performance objectives, there was a range of potential payouts with the ultimate payout amount based upon the detailed evaluation by the Committee as to the achievement of the objectives. The Committee structured the 2025 Annual Incentive Plan in this manner so that the executives would know what their reward, if any, would be for achieving the objectives, while using the personal performance objectives to provide the Committee with the opportunity to assess the value of contributions or achievements within the context of the degree of difficulty and probability of achieving the objectives. In January 2026, the Committee reviewed Mr. Dietrich’s 2025 personal goals and objectives and assessed his performance, and for each of the other officers, Mr. Dietrich and the Compensation Committee together reviewed each officer’s 2025 personal goals and objectives and assessed his or her performance. The following are the specific personal performance objectives under the Annual Incentive Plan for each of our named executive officers, as well as their achievement of such objectives in 2025: • MR. DIETRICH: Mr. Dietrich’s 2025 personal goals and objectives reflected the personal objectives of the Company’s other executive officers. Accordingly, Mr. Dietrich’s personal goals and objectives included quantifiable metrics with respect to the Company, such as: » operating income as a percent of sales, » sales growth, » management of expenses, and » attainment of strategic growth initiatives. Targets for 2025 for operating income as a percent of sales and for sales growth were increases from 2024 performance and actual performance of the Company in 2025 was below threshold, resulting in a payout of 0% for this component of the award. For management of expenses, target was a 4% reduction versus the 2025 plan and actual performance was a 3% reduction versus plan, resulting in a payout of 88.5% for this component of the award. In addition to the objectives that were based on quantifiable metrics, Mr. Dietrich was also evaluated on achievement of other corporate objectives, which included: ✓ execution against long-term strategic objectives, including objectives tied to revenue growth goals, ✓ executive team development and succession planning, ✓ strengthening the company’s environmental health and safety culture, and culture of operational excellence, ✓ making progress against the company’s sustainability initiatives, ✓ executing against our balance approach to capital deployment by investing capital to sustain our high-quality operations, support growth, and returning capital to shareholders, ✓ maintaining effective external communications and investor relations, ✓ executing our cybersecurity strategy, and ✓ the assessment and execution of acquisition and divestiture opportunities. Collectively, Mr. Dietrich’s performance against his personal performance objectives was 105.7% of target. • MR. ALDAG: Mr. Aldag’s personal goals and objectives included quantifiable metrics with respect to the Company such as: » resource unit expense management, and » overall resource unit performance. Mr. Aldag’s target for resource unit expense management was a reduction of 4% compared with the 2025 plan. Actual 2025 performance for resource unit expenses managed by Mr. Aldag were 0.5% favorable to the 2025 plan, resulting in a payout of 56.4% for this component of the award. Mr. Aldag was also evaluated on his achievement of personal objectives, which included: ✓ succession planning, ✓ technology deployment and automation, ✓ cybersecurity, ✓ operational excellence, and ✓ training and development. Collectively, Mr. Aldag’s performance against his personal performance objectives was 105.0% of target. • MR. MONAGLE: Mr. Monagle’s personal goals and objectives included quantifiable metrics for the Consumer & Specialties segment such as: » operating income as a percent of sales, » sales growth, and » segment expenses as a percent of sales. Operating income as a percent of sales in the Consumer & Specialties segment was below threshold in 2025, resulting in a payout of 0% for this component of the award. With respect to sales growth, Mr. Monagle’s targets were to grow the Household and Personal Care product line by 5% compared to 2024 and to grow the Specialty Additives product line by 4% compared to 2024. Actual 2025 sales growth was below threshold in both product lines resulting in a payout of 0% for the sales growth components of the award. 2025 segment expenses as a percent of sales were unfavorable to threshold, resulting in a payout of 0% for that component of the award. Mr. Monagle was also evaluated on his achievement of personal objectives, which included: ✓ execution against long-term strategic objectives, including objectives tied to revenue growth goals, ✓ succession planning, ✓ progress against sustainability targets, ✓ training and development, ✓ leading the Operational Excellence Lead Team, ✓ operational excellence in the Consumer & Specialties segment, and ✓ safety. Collectively, Mr. Monagle’s performance against his personal objectives was 70.0% of target. • MR. ARGIRAKIS: Mr. Argirakis’s personal goals and objectives included quantifiable metrics for the Engineered Solutions segment such as: » operating income as a percent of sales, » sales growth, » attainment of strategic growth initiatives, and » segment expenses as a percent of sales. Mr. Argirakis was measured on operating income as a percent of sales in the Engineered Solutions segment, where his target was to achieve consistent performance with 2024. Actual segment operating income as a percent of sales increased by 20 basis points versus 2024 to 16.7% of sales in 2025, resulting in a payout of 122.0% for this component of the award. Mr. Argirakis’s sales growth target was to achieve a 3% increase in segment sales compared with 2024. Actual 2025 sales performance was below threshold resulting in a 0% payout for this component of the award. Mr. Argirakis also had specific targets for progress against strategic growth initiatives in the Engineered Solutions segment, such as Fluoro-Sorb® sales growth and Minscan® installations, and Mr. Argirakis’s payout for this component of the award was 81.4%. With respect to segment expenses as a percent of sales, Mr. Argirakis’s target was to deliver consistent performance relative to 2024. Actual segment expenses as a percent of sales improved by 20 basis points compared to 2024, resulting in a payout of 158.7% for this component of the award. Mr. Argirakis was also evaluated on his achievement of personal objectives, which included: ✓ succession planning, ✓ progress against sustainability targets, ✓ leading the Environmental, Health and Safety Lead Team, ✓ training and development, ✓ operational excellence in the Engineered Solutions segment, ✓ leading the global strategic supply chain function, and ✓ safety. Collectively, Mr. Argirakis’s performance against his personal objectives was 114.6% of target. •

  71. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES Long-term incentives consist of stock options, DRSUs and Performance Units awarded under our long-term incentive compensation plan. Our compensation program uses equity-based awards (stock options and DRSUs), the ultimate value of which is contingent on our longer-term performance, to provide the named executive officers with a direct incentive to seek increased shareholder returns. Furthermore, as described below, we have established stock retention requirements for our executive officers that require the executives to retain a portion of the common stock of the Company that they receive pursuant to equity awards. We believe this further aligns the interests and actions of the Company’s executive officers with the interests of the Company’s shareholders. Performance Units, which pay cash based on the Company’s performance over a three-year performance period, provide a cash incentive that is based on a longer-term performance evaluation than the 2025 Annual Incentive Plan. Equity award opportunities and Performance Units awarded through our long-term incentive compensation plan provide the named executive officers with a direct incentive to seek increased shareholder returns and serve to further align the interests and actions of the Company’s executive officers with the interests of the Company’s shareholders. Compensation levels for each element are determined by the Committee independently and are not set based on the levels of other elements of compensation, except that the aggregate value of long-term incentive opportunities at target are generally set so that the sum of base salary, annual incentive at target and long-term incentives at target fall within the desired range of total direct remuneration. The Compensation Committee also takes into account other factors such as the responsibilities, performance, contributions and service of the executive, including compensation in relation to other employees and the executive’s length of service in the particular position. To determine the amounts of each type of long-term incentive provided to each executive officer, the Committee generally first determines the total long-term incentive award to be granted to an executive officer. Total long-term incentive value is determined as a multiple of an executive’s base salary, based on market data supplied by the Committee’s independent compensation consultant. The applicable percentage of total long-term incentive awards ranged from 215% to 525% of base salary for the named executive officers. The Committee then establishes the split among the three long-term incentive vehicles. The Committee decided in 2025 that the total long-term incentive value would be split as follows: 10% in the form of stock options, 40% in DRSUs and 50% in Performance Units. This split was consistent with 2024. Of the equity components, stock options are valued using the Black-Scholes option valuation method and DRSUs are valued using the average of the high and the low of the stock price on the date of the grant. Performance Units are cash vehicles linked to financial goals set by the Committee. They are valued at $100 per unit assuming target-level performance, with higher and lower per-unit values for above- and below-target performance. These values are then translated into specific amounts for each individual executive officer. All of our long-term compensation awards are strongly linked to performance. The Performance Units awarded through our long-term incentive compensation plan are linked to measurements of return on capital and stock performance.

  72. LONG-TERM INCENTIVES

    | PERFORMANCE UNIT PAYOUT HISTORY | | | | Grant Date | Three-Year Performance Period | Actual Payout as a Percentage of Payout at Target Performance | | 2023 | 2023-2025 | 80% | | 2022 | 2022-2024 | 108% | | 2021 | 2021-2023 | 84% | | 2020 | 2020-2022 | 79% | | 2019 | 2019-2021 | 79% |

  73. LONG-TERM INCENTIVES

    Equity awards have a three-year vesting period. We strongly believe that our equity-based awards are performance-based, as vesting only occurs if the executive continues to be employed by the Company on the vesting date. We have a high-performance culture. This means that we expect our executives to perform at high levels. Our history is that executives that do not meet such performance standards leave our Company. These officers have forfeited all of their unvested equity awards.

  74. Stock Options

    Stock Options In 2025, the Committee awarded the named executive officers stock options with an exercise price that represents the fair market value of the underlying stock on the date of grant, measured as the average of the high and the low stock price on the grant date. These options generally have a ten-year term and vest in equal installments on each of the first three anniversaries from the date of grant. To encourage the ownership of Company stock among officers, upon exercise, at least 50% of after-tax value of appreciation must be held in Company stock for at least five years.

  75. DRSUs

    DRSUs DRSUs generally vest in equal installments on each of the first three anniversaries from the date of grant. As with stock options, to encourage the ownership of Company stock among officers, at least 50% of the shares received upon vesting of the DRSUs (after tax) must be held by the executives for five years.

  76. Performance Units

    Performance Units Performance Units awarded under our long-term incentive compensation plan pay cash based on the Company’s performance over a three-year performance period. Performance Units granted in 2025 vest at the end of a three-year performance period (2025-2027), provided the grantee remains employed by the Company at such time. The value of each Performance Unit is dependent on the following three components: • The Company’s ROC performance over the three-year performance period as compared to target ROC, which is set to exceed the Company’s weighted average cost of capital. • The Company’s stock performance as compared to our Peer Company Index, based on total shareholder return for the period from January 1, 2025 to December 31, 2027. • The Company’s stock performance as compared to the S&P SmallCap 600 Index and the Russell 2000 Index, based on total shareholder return for the period from January 1, 2025 to December 31, 2027. For this purpose, the total shareholder return of the S&P SmallCap 600 Index and the Russell 2000 Index are weighted equally. The following sets out, for each of the three components: • the minimum (threshold) performance below which such component will not have any payout, • the target performance at which the component pays out at $100, and • the maximum performance at which the component pays out at $300.

  77. Performance Units

    | Component | Threshold | Target | Maximum | | Return on Capital | 7.0% | 9.3% | 10.8% | | Company Stock Performance as a Percentage of S&P SmallCap 600 Index and Russell 2000 Index | 75% | 100% | 130% | | Company Stock Performance as a Percentage of Peer Company Index | 75% | 110% | 130% |

  78. Performance Units

    Equal weighting is given to each of the three components. Thus, each of the three types of performance components contributes one-third of the final value of the Performance Unit. For each component, we calculate a payout level at the end of the performance period. The following tables set forth the payout levels for stated performance for each of the three components. Performance between the stated percentages is interpolated.

  79. Performance Units

    | ROC PERFORMANCE RELATIVE TO TARGET ROC (1/3 OF UNIT VALUE) | | | ROC Performance | Component Achievement ($) | | <7.0% (minimum) | 0 | | 7.5% | 75 | | 9.3% (target) | 100 | | 9.8% | 200 | | 10.8+% (maximum) | 300 |

  80. Performance Units

    | COMPANY STOCK COMPARISON TO THE S&P SMALLCAP 600 INDEX AND THE RUSSELL 2000 INDEX (1/3 OF UNIT VALUE) | | | Company TSR Performance as a % of Target | Component Achievement ($) | | <75% (minimum) | 0 | | 75% | 75 | | 100% (target) | 100 | | 120% | 200 | | 130+% (maximum) | 300 |

  81. Performance Units

    | COMPANY STOCK COMPARISON TO THE PEER COMPANY INDEX (1/3 OF UNIT VALUE) | | | Company TSR Performance as a % of Target | Component Achievement ($) | | <75% (minimum) | 0 | | 75% | 40 | | 100% | 90 | | 110% (target) | 100 | | 120% | 200 | | 130+% (maximum) | 300 |

  82. Performance Units

    After each of the component payout amounts are determined, the three component payout amounts are averaged together to determine an overall Performance Units payout amount. For example, if for a Performance Unit, one component performance metric is achieved at the target level (yielding $100 for such component), one is achieved at the threshold level (yielding $75 for such component), and one is achieved at the maximum level (yielding $300 for such component), the performances together will result in a final payout value for the Performance Unit of $158.33 (the average of $100, $75, and $300). Performance Units have an overall target value of $100 if each of the three components are achieved at target performance. The Performance Unit value is paid out in cash at the end of the performance period.

  83. 2023 Performance Unit Payouts

    2023 Performance Unit Payouts In January 2026, the Committee reviewed the results of Performance Units granted in 2023, which had a performance period that ended December 31, 2025. The Company’s performance during the performance period, and the resulting payout on these Performance Units, which had a target payout of $100, was as follows:

  84. 2023 Performance Unit Payouts

    | Performance Measure | Target Component Achievement ($) | 2023-2025 Performance | Actual Component Achievement ($) | | 2023-2025 Return on Capital, as compared to target of 9.1% | 33.33 | 7.9% | 27.08 | | 2023-2025 Company TSR Performance as compared to Russell 2000 Index | 16.67 | 69% | 0.00 | | 2023-2025 Company TSR Performance as compared to S&P MidCap 400 Index | 16.67 | 77% | 12.83 | | 2023-2025 Company TSR Performance as compared to Peer Company Index | 33.33 | 112% | 40.00 | | Total | 100.00 | | 79.91 |

  85. 2023 Performance Unit Payouts

    Payments to the named executive officers on the Performance Units granted in 2023 were as follows: Mr. Dietrich, $1,762,016; Mr. Aldag, $291,672; Mr. Monagle, $557,372; Mr. Argirakis, $423,203; and Mr. Hastings, $483,376.

  86. CASH-BASED AWARDS

    | Compensation Plan | | 2026 compensation Result | | | | | Performance Measure | Achievement | Weight | Payout | | 2025 Annual Incentive Compensation | 2025 Personal Performance (see page 49) | 105.7% of target | 30% | Overall payout to Mr. Dietrich of 86.0% of target | | | 2025 Company Financial Performance (see pages 46 – 48) | 77.6% of target | 70% | | | LTIP – 2023 Performance Units | 2023-2025 Return on Capital | $27.08 | | Overall payout of $79.91 on Performance Units issued in 2023 (79.91% of target) | | | 2023-2025 Company TSR Performance as compared to Russell 2000 Index | $0.00 | | | | | 2023-2025 Company TSR Performance as compared to S&P MidCap 400 Index | $12.83 | | | | | 2023-2025 Company TSR Performance as compared to Peer Company Index | $40.00 | | |

  87. CASH-BASED AWARDS

    | Year | Annual Incentive Bonus | | | Long-Term Incentive Payout | | | Total | | | | | Target ($) | Payout ($) | Percent Achievement | Target ($) | Payout ($) | Percent Achievement | Target ($) | Payout ($) | Percent Achievement | | 2025 | 1,312,500 | 1,129,144 | 86.0% | 2,205,000 | 1,762,016 | 79.9% | 3,517,500 | 2,891,160 | 82.2% | | 2024 | 1,312,500 | 1,891,008 | 144.1% | 2,000,000 | 2,165,400 | 108.3% | 3,312,500 | 4,056,408 | 122.5% | | 2023 | 1,312,500 | 1,583,842 | 120.7% | 1,920,000 | 1,611,840 | 84.0% | 3,232,500 | 3,195,682 | 98.9% |

  88. EQUITY AWARDS

    EQUITY AWARDS The majority of our long-term incentives are equity-based awards (stock options and DRSUs), which we believe provides a direct link between pay and stockholder interests. Realizable value is the value of an award subsequent to the grant date and is influenced by the Company’s stock price. The focus on realizable value shifts the view of compensation from the future value on the date of grant to the current value of awards based on actual performance and the current stock price. The following table provides the total realizable compensation for Mr. Dietrich, for the years 2023-2025, along with Mr. Dietrich’s total compensation as reported in the Summary Compensation Table for that time frame. When calculating the values of DRSUs (stock awards) and option awards, the Summary Compensation Table reflects the grant-date values of the awards without consideration of the ultimate value (if any) that may be realized by the executive from these awards. For example, if the value of a DRSU on the date of grant was $50, we report its value in the Summary Compensation Table at $50, but its realizable value today could be higher or lower depending upon the stock’s performance subsequent to the date of grant. Realizable value of a stock option is the option’s “in-the-money” value that an executive officer could realize upon exercising the option. When calculating total realizable compensation, the value of each year’s equity award was determined using the value of the award based on the Company’s December 31, 2025 stock price for vested awards or, for awards outstanding and not vested, the expected value at vesting based on the December 31, 2025 stock price.

  89. TRADING CONTROLS AND HEDGING TRANSACTIONS

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation*(3) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Douglas T. Dietrich Chairman of the Board and Chief Executive Officer | 2025 | 1,050,000 | 2,310,022 | 768,803 | 2,891,160 | 319,549 | 66,159 | 7,405,693 | | | 2024 | 1,050,000 | 2,205,029 | 718,839 | 4,056,408 | (180,815) | 57,569 | 7,907,030 | | | 2023 | 1,046,154 | 2,204,989 | 1,439,445 | 3,195,682 | 413,206 | 55,776 | 8,355,252 | | Erik C. Aldag Senior Vice President, Finance and Treasury, Chief Financial Officer | 2025 | 567,173 | 516,758 | 172,005 | 661,286 | — | 42,626 | 1,959,848 | | | 2024 | 512,862 | 448,892 | 146,341 | 635,251 | — | 33,527 | 1,776,873 | | | 2023 | 450,000 | 364,998 | 238,271 | 448,088 | — | 24,157 | 1,525,514 | | D.J. Monagle, III Group President, Consumer & Specialties | 2025 | 701,634 | 804,033 | 267,600 | 903,685 | 191,024 | 53,941 | 2,921,917 | | | 2024 | 674,060 | 759,540 | 247,625 | 1,474,064 | (56,235) | 18,800 | 3,117,854 | | | 2023 | 642,081 | 697,554 | 455,347 | 1,107,921 | 189,696 | 18,200 | 3,110,799 | | Brett Argirakis Group President, Engineered Solutions | 2025 | 672,504 | 716,538 | 238,481 | 910,213 | 408,336 | 52,906 | 2,998,978 | | | 2024 | 643,893 | 649,986 | 211,913 | 1,176,448 | 202,415 | 42,704 | 2,927,359 | | | 2023 | 597,662 | 529,657 | 345,754 | 850,506 | 374,086 | 40,359 | 2,738,024 | | Jonathan J. Hastings Senior Vice President, Strategy and M&A | 2025 | 652,292 | 641,784 | 213,586 | 915,927 | — | 52,163 | 2,475,752 | | | 2024 | 633,436 | 623,098 | 203,125 | 1,337,056 | — | 42,238 | 2,838,953 | | | 2023 | 615,055 | 604,917 | 394,900 | 1,033,410 | — | 40,958 | 2,689,240 |

  90. TRADING CONTROLS AND HEDGING TRANSACTIONS

    | 2025 PAY VERSUS PERFORMANCE | | | | | | | | | | | Fiscal Year | (a) | (b) | (c) | (d) | (e) | | (f) | (g) | (h) | | | Summary Compensation Table Total – CEO(1) ($) | Compensation Actually Paid Total – CEO(2) ($) | Summary Compensation Table Total – Non-CEO NEO Average(3) ($) | Compensation Actually Paid Total – Non-CEO NEO Average(4) ($) | Value of Fixed $100 Investment Based on: | | Net Income(7) ($M) | Adjusted Net Income(8) ($M) | Adjusted Operating Income(9) ($M) | | | | | | | MTI TSR(5) ($) | Peer Company Index TSR(6) ($) | | | | | 2025 | 7,405,693 | 5,800,409 | 2,589,098 | 2,067,409 | 100.40 | 103.16 | (14.0) | 177.8 | 287.1 | | 2024 | 7,907,030 | 8,360,947 | 2,665,258 | 2,700,178 | 124.61 | 98.73 | 170.9 | 202.6 | 315.5 | | 2023 | 8,355,252 | 8,952,346 | 2,515,894 | 2,592,052 | 115.97 | 113.50 | 88.3 | 174.1 | 279.9 | | 2022 | 7,439,476 | 6,245,290 | 1,926,529 | 1,351,820 | 98.31 | 119.12 | 126.3 | 164.2 | 252.5 | | 2021 | 7,085,896 | 8,148,175 | 2,513,207 | 2,850,830 | 118.07 | 135.44 | 168.5 | 173.8 | 240.7 |