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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement before voting. For more complete information regarding the Company’s 2015 performance, please review the Company’s Annual Report on Form 10-K.

2016 Annual Meeting of Shareholders

Date and Time: May 11, 2016, 9:00 a.m.
Place: 1 Highland Avenue, Conference Center, Bethlehem, Pennsylvania 18017
Record Date: March 22, 2016

Voting Matters and Board Recommendations

Our Board’s Recommendation​

2015 Highlights

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In 2015, the Company delivered strong operating results.

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The Company achieved record earnings for the sixth consecutive year with earnings of  $4.31 per share compared with $4.00 per share in 2014. This represents 80% accretion over MTI’s 2013 pre-acquisition earnings of  $2.42 per share as we have doubled the size and increased the value of MTI through the acquisition of AMCOL International. These earnings were accomplished despite the significant loss of revenue from the Energy Services segment and weakness in the steel industry with its impact on the Refractories segment. In addition, foreign exchange had a negative impact on sales of  $95 million and operating income by $13 million.

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Operating income of  $257.4 million was a record with 10% growth over 2014 and operating margins expanded to 14.3% of sales compared with 13.6% of sales in 2014.

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The Company accelerated the integration and generated nearly $80 million in synergies at the end of 2015 which was $30 million dollars higher than what we expected to achieve in 2016. At the time of the transaction, the Company expected the acquisition of AMCOL to generate $50 million in estimated synergies in 2016 and up to $70 million over the next five years. Therefore, we have exceeded our five year targeted synergies within 20 months of the acquisition.

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We achieved record earnings in our two largest segments, Specialty Minerals and Performance Materials. Within Performance Materials, two of its product lines, Pet Care and Fabric Care, also had record years.

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The Company’s sales in China in 2015 grew 18% over 2014 to $125 million and operating income increased 32%. Our growth was realized by penetrating our target markets through substitution in Paper PCC and Performance Materials, independent of GDP growth in China.

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Our cash flow from operations for the year was very strong at $270 million. Our operating cash flow was $7.71 per share. We have accelerated our debt reduction program by repaying $190 million of debt in 2015 and $290 million over the last six quarters. Our net leverage ratio at the end of 2015 was 2.9.

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We continue to be a strong operating company with continued productivity improvement, employee engagement and significant cost savings. In 2015, productivity improved 9 percent which resulted in savings of over $6 million.

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The Company continued to advance the execution of its growth strategies of geographic expansion and new product innovation and development. We began operations at two new satellite facilities in China and have three additional satellite plants under construction with a total capacity of 215,000 tons.

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The Company continued to see progress in its major growth strategy of developing and commercializing new products in advancing our FulFill® platform of technologies of higher filler loading. Since the end of 2014, we signed 6 commercial agreements for FulFill®. We presently have twenty-four commercial contracts for FulFill®. In Performance Materials, we have developed a lightweight pet litter that was launched in 2015. In Construction Technologies, we have developed a new geosynthetic clay liner, named Resistex, that provides a higher degree of protection for high alkaline environments such as coal ash and red mud landfills.

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Executive Compensation Highlights

The Company has consistently delivered significant returns to its shareholders. In 2015, we achieved record earnings per share—a key metric of Company performance that we believe correlates to shareholder value—for the sixth year in a row. The following illustrates the directional relationship between earnings per share and the compensation of our Chairman and Chief Executive Officer, Joseph C. Muscari, over the past three years.

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Chairman and Chief Executive Officer Compensation represents compensation for Mr.  Muscari, as reported in the 2015 Summary Compensation Table (see page 57).

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For those who wish to consider total shareholder return when evaluating executive compensation, the graphs below compare:

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The Company’s cumulative 3-year total shareholder return (“TSR”) on its common stock with the percentage increase in compensation for Mr. Muscari.

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The Company’s cumulative 3-year total shareholder return on its common stock with the cumulative total returns of the comparator group used for the Company’s long-term incentive plan during this period (see page 53) and the S&P 400. As illustrated below, the Company’s common stock outperformed the Company’s comparator group during this period.

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For total shareholder return, these graphs track the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/2012 to 12/31/2015. Mr. Muscari’s compensation is indexed at 100 for 2012 and shows the relative increase for the years 2013 through 2015.

Set forth below is the compensation for Mr. Muscari for the past three years, as determined under the Securities and Exchange Commission (“SEC”) rules. A full discussion and analysis of the compensation paid to Mr. Muscari in 2015, including the relationship between Mr. Muscari’s pay and the Company’s performance, is set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement, beginning on page 31.

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See the notes accompanying the 2015 Summary Compensation Table on page 57 for more information.

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Because the majority of our long term incentive compensation consists 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. Muscari for the years 2013–2015, determined as of December 31, 2015, 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 and Analysis—Relationship Between Company Performance and Chief Executive Officer Compensation for 2015” on pages 41–42 for more information.

Consideration of Results of 2015 Shareholder Advisory Vote

At our 2015 Annual Meeting, our shareholders approved the 2014 compensation of our named executive officers with 96% of the shares voting on the matter at the meeting voting in favor. We believe that the large margin of approval of our 2015 “Say-on-Pay” proposal resulted in large measure from the extensive shareholder engagement effort we began in 2012. We continued this shareholder outreach program in 2015, including contacting all of our top 35 shareholders, who at the time collectively held in excess of 79% of our stock. Specifically, we solicited our shareholders’ views on whether they considered the disclosure in our 2015 proxy statement sufficient and understandable, whether they had any concerns with our executive compensation program, especially our program’s design and the linkage between pay and performance, and whether there were any other ways we could enhance our corporate governance structure to be more effective in driving shareholder value. The shareholders that engaged with us responded positively with respect to our 2015 disclosure, to the changes we had made in 2012 and early 2013 to our executive compensation program and corporate governance, and to the linkage between pay and performance under our executive compensation program.

The following is a sampling of several of the comments we received from our shareholders through this engagement process that reflected the overall response:

In addition, in 2015 several shareholders approached us regarding the implementation of majority voting for the election of directors in uncontested elections. After careful consideration, the Board has adopted a policy providing for a majority voting standard in uncontested elections of directors and has taken steps to implement majority voting in our by-laws.

As a result of the majority of shares favoring our “Say-on-Pay” proposal at our 2015 Annual Meeting, and the overwhelmingly positive feedback we received during our 2015 shareholder outreach program, we have substantially maintained our executive compensation policies. 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.

 

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Our Board of Directors (the “Board”) oversees the activities of our management in the handling of the business and affairs of our company and assures that the long-term interests of the 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, www.mineralstech.com, under the links entitled “Our Company,” then “Corporate Responsibility,” and then “Policies and Charters,” and are available in print at no charge to any shareholder who requests them by writing to Secretary, Minerals Technologies Inc., 622 Third Avenue, New York, New York 10017-6707.

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The Board met six times in 2015. Each of the directors attended at least 75% of the meetings of the Board and committees on which he or she served in 2015. 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. Muscari, the Company’s sole non-independent (management) director or any other member of management. These executive sessions, attended only by independent directors, are presided over by the chair of the

committee that has primary responsibility for the principal matter to be discussed. If no specific topic is proposed for the executive session, then the position of presiding director rotates among the chairs of the Audit, Compensation, and Corporate Governance and Nominating committees.

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.

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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:

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the director was employed by the Company, or an immediate family member of the director was employed by the Company, as an executive officer;

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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);

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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

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employed by or affiliated with the Company’s independent registered public accounting firm in a professional capacity;

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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; and

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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.

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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, Mr. Duane R. Dunham, Mr. Marc E. Robinson, Ms. Barbara R. Smith and Dr. Donald C. Winter, comprising all of the non-employee directors, are independent.

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The Board is led by Chairman of the Board, Joseph C. Muscari and is also comprised of seven additional active, independent directors. Mr. Muscari also serves as our Chief Executive Officer. The Company believes that Mr. Muscari 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. Mr. Muscari’s combined role also ensures clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently.

In practice, the Board has operated cooperatively. Mr. Muscari develops Board agendas in consultation with other Board members. Other directors can request an item be added to the agenda and have done so in the past. In addition, Mr. Muscari may meet as needed with the independent chairs of the Board Committees prior to Board meetings. This approach provides for broader leadership of the Board.

Based on the current size of the Board and the Company, the Board has determined that a Lead Independent Director is

not necessary. The Board expects the independent directors to work collaboratively to discharge their Board responsibili­ties, including in determining items to be raised in the executive session meetings of independent directors, and directors responsible for presiding over such meetings. 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.

While the Corporate Governance Guidelines currently provide for the foregoing leadership structure, the Board reserves the right to adopt a different policy should circumstances change.

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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 eight members, seven of whom have been affirmatively determined to be independent. 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.” 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.

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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, diversity, range of experience, leadership, the ability to exercise sound judgment, the needs of the Company and the range of talent and experience already represented on the Board. See “—Director Qualifications and Diversity

Considerations” 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, in care of Secretary, Minerals Technologies Inc., 622 Third Avenue, New York, New York 10017-6707. 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.

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Directors are responsible for overseeing the Company’s business and affairs consistent with their fiduciary duty to shareholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes, skills and experi­ences. 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. Members of the Board should have a background and experience in areas important to the operations and strategy of the Company. Experience in technology, finance, manufacturing, marketing and the key global markets of the Company are among the most significant qualifications of a director. 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 Board does not have a specific diversity policy, but believes that the composition of the Board should reflect sensitivity to the need for diversity as to geography, gender, ethnic background, profession, skills and business experi­ence. The Committee considers the need for diversity on the Board as an important factor when identifying and evaluating potential director candidates. However, 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, knowledge and abilities that contribute to a more effective decision-making process and allow the Board to effectively fulfill its responsibili­ties.

Set forth below is a summary of the specific qualifications, attributes, skills and experience of our directors:

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Industry and Technology Experience—Former Vice President, Chemicals at Axiall Corporation and Former Executive Vice President and Chief Operating Officer at BASF Corporation, the world’s leading chemical company.

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Operational Experience—Extensive experience in engineering, management, marketing and operations.

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Relevant President Experience—Former Segment President at Goodrich Corporation and former President, Aerospace

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Customers and Business Development of United Technolo­gies.

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Operational and Engineering Experience—Extensive experience in engineering, management, product delivery and operations.

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Industry and Technology Experience—Extensive academic experience in the materials science field at the University of Rochester and Duke University.

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Research and Development Expertise—Extensive research and development experience through various roles, including his current position as Senior Vice President for Research, University of Rochester, and formerly Senior Associate Dean for Research, Pratt School of Engineering, Duke University and Vice President and Senior Research Scientist for Adaptive Technologies Incorporated.

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Intellectual Property Management Experience—Founder of the intellectual property company SparkIP.

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Process Manufacturing Expertise—Holds a Ph.D. in Mechanical Engineering from Virginia Polytechnic Institute and State University and research in this field.

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Government Contracting Expertise—Headed numerous research programs funded by government agencies, including the National Aeronautics and Space Administra­tion and the National Science Foundation.

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Relevant Chief Executive Officer/President Experience—Former Chairman and Chief Executive Officer of Bethlehem Steel Corporation.

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Industry and Technology Experience—Extensive experi­ence in the steel industry, one of the Company’s most important market areas.

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Board Experience—Prior service on the Company’s Board, as well as on the board of Bethlehem Steel Corporation.

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Operational Experience—Experience in manufacturing, management and operations, mining operations and reserves, marketing, labor relations, environmental, health and safety oversight, compensation, and human resources oversight with Bethlehem Steel Corporation.

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Relevant Chief Executive Officer/President Experience—Chairman and Chief Executive Officer of the Company effective February 27, 2014, having served previously in the same position from March 2007 to March 2013 and as Executive Chairman from March 2013 to February 2014.

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High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with the Company and Alcoa Inc.

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Industry and Technology Experience—Extensive experi­ence in the manufacturing field.

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Board Experience—Prior service on the Company’s Board, as well as on the boards of EnerSys and Dana Holding Corporation.

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Extensive International Experience—Experience from leadership positions with several international divisions of Alcoa, covering Asia, Latin America and Europe.

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High Level of Financial Literacy—Extensive experience in managing global and regional business units for Johnson & Johnson, Pfizer Inc, and Warner-Lambert Company.

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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.

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Operational Experience—Extensive experience in innova­tion, human capital development, mergers and acquisi­tions, licensing, and global marketing.

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Global Expertise—Extensive global experience managing large multi-functional businesses in emerging and developed markets in North America, Europe, Pacific, Asia, and Latin America.

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High Level of Financial Literacy—Extensive financial oversight experience in senior management roles with

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Commercial Metals Company, Gerdau Ameristeel and FARO Technologies Inc., plus over 20 years’ experi­ence in a variety of financial leadership positions with Alcoa Inc.

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Industry and Technology Experience—Extensive experi­ence in the steel industry, one of the Company’s most important markets, as well as in the areas of aerospace, automotive and commercial transportation, much of which are cyclical, commodity-based markets like the Company’s.

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Operational Experience—Experience in manufacturing, mergers and acquisitions, capital markets, and joint ventures.

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International Experience—Experience from leadership positions in international organizations with Commercial Metals Company, Gerdau Ameristeel, FARO Technolo­gies and Alcoa.

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Industry and Technology Experience—Extensive experi­ence in the aerospace and defense industry as a systems engineer, program manager and corporate executive.

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Engineering Expertise—Holds a doctorate in physics from the University of Michigan and elected as a member of the National Academy of Engineering.

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Operational and International Experience—President and CEO of TRW Systems (later Northrop Grumman Mission Systems) from 2010 to 2012, a business engaged in systems engineering, information technology and services addressing defense, intelligence, civil and commercial markets, with operations throughout the U.S., U.K., Northern and Eastern Europe, the Middle East and the Pacific Rim.

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Governmental Experience—Served as 74th Secretary of the Navy, where he led America’s Navy and Marine Corps Team, from January 2006 to March 2009.

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The members of the Board and each Committee 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.

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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.

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The Board updated its director stock ownership guidelines in 2012. Under the Company’s Corporate Governance Guidelines, each director is now required to own by the end of the first 36 months of service as a director and maintain throughout their service as a director:

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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

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a number of shares equal to five times the then current annual cash retainer for directors (inclusive of any stock

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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 4, 2016, all of the Company’s directors who had served the 36 months for this requirement to apply met the requirement.

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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. 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.

Management communicates routinely with the Board, Board Committees and individual directors on the significant risks identified and how they are being managed, including reports by the Strategic Risk Management Committee to the Board that are at least annual.

The Board implements its risk oversight function both as a whole and through Committees, which regularly provides reports regarding their activities to the Board. In accordance

with New York Stock Exchange requirements, the Audit Committee regularly reviews the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, and assists in identifying, evaluating and implementing risk management controls and methodologies to address identified risks. The Audit Com­mittee also reviews risks relating to cyber security. The Governance Committee reviews the risks associated with the Company’s governance practices, such as any lack of independence of directors. The Compensation Committee considers risks related to the attraction and retention of personnel and risks relating to the design of compensation programs and arrangements applicable to both employees and executive officers, including the Company’s annual incentive and long-term incentive programs. We have concluded that the Company’s compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

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The Board regularly reviews plans for succession to the position of Chief Executive Officer as well as certain other senior management positions. To assist the Board, the Chief Executive Officer annually provides the Board with an assessment of senior managers and of their potential to

succeed him or her. The Chief Executive Officer also provides the Board with an assessment of persons considered potential successors to certain senior management posi­tions.

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The Company’s by-laws describe the procedures that a shareholder must follow to nominate a candidate for director or to introduce an item of business at a meeting of shareholders. These procedures provide that nominations for directors and items of business to be introduced at an annual meeting of shareholders must be submitted in writing to the Secretary of Minerals Technologies Inc. at 622 Third Avenue, New York, New York 10017-6707. If intended to be considered at an annual meeting, the nomination or proposed item of busi­ness must be received not less than 70 days nor more than 90 days in advance of the first anniversary of the previous year’s annual meeting. Therefore, for purposes of the 2017 annual meeting, any nomination or proposal must be received between February 10 and March 2, 2017. With respect to any other meeting of shareholders, the nomination or item of business must be received not later than the close of business on the tenth day following the date of our public announcement of the date of the meeting. Under the rules of the Securities and Exchange Commission (“SEC”), if a shareholder proposal intended to be presented at the 2017 annual meeting is to be included in the proxy statement and form of proxy relating to that meeting, we must receive the proposal at the address above no later than 120 days before the anniversary of the mailing date of the Company’s proxy statement in connection with the 2016 annual meeting. Therefore, for purposes of the 2017 annual meeting, any such proposal must be received no later than December 2, 2016.

The nomination or item of business must contain:

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The name and address of the shareholder giving notice, as they appear in our books (and of the beneficial owner, if other than the shareholder, on whose behalf the proposal is made);

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the class and number of shares of stock owned of record or beneficially by the shareholder giving notice (and by the beneficial owner, if other than the shareholder, on whose behalf the proposal is made);

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a representation that the shareholder is a holder of record of stock entitled to vote at the meeting, and

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intends to appear at the meeting in person or by proxy to make the proposal; and

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a representation whether the shareholder (or beneficial owner, if any) intends, or is part of a group which intends, to deliver a proxy statement and form of proxy to holders of at least the percentage of outstanding stock required to elect the nominee or approve the proposal and/or otherwise solicit proxies from shareholders in support of the nomination or proposal.

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Any notice regarding the introduction of an item of business at a meeting of shareholders must also include:

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A brief description of the business desired to be brought before the meeting;

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any material interest in the item of business of the shareholder giving notice (and of the beneficial owner, if other than the shareholder, on whose behalf the proposal is made); and

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if the business includes a proposal to amend the by-laws, the language of the proposed amendment.

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Any nomination of a candidate for director must also include:

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A signed consent of the nominee to serve as a director, and a written representation by the nominee that, if elected, he or she will comply with all of the Company’s policies and guidelines applicable to the directors;

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the name, age, business address, residential address and principal occupation or employment of the nominee;

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the number of shares of the Company’s common stock beneficially owned by the nominee; and

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any additional information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of that nominee as a director.

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In 2016, our Board of Directors amended the Company’s by-laws to provide for majority voting for directors. Under the revised by-laws, in order for a director to be elected at the annual meeting in an uncontested election, a majority of the votes cast with respect to the director’s election must be cast “for” the director. Any nominee for director who is an incumbent director and receives a greater number of votes “withheld” or “against” his or her election than votes “for” his or her election must, under the Company’s Corporate Governance Guidelines, promptly tender his or her resigna­tion to the Chairman of the Corporate Governance and

Nominating Committee. The Committee must then recom­mend to the Board, within 90 days after the election, whether to accept or reject the resignation. Regardless of whether the Board accepts or rejects the tendered resignation, the Company must then promptly file a Current Report on Form 8-K with the SEC in which it publicly discloses and explains the Board’s decision. In the event of a contested election of directors (an election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected), directors will continue to be elected

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Shareholders and any other interested parties may communicateby e-mail with the independent members of the Board at the following address: independent.directors@mineralstech.com. The independent members of the Board have access to all messages sent to this address; the messages are monitored

by the office of the General Counsel of the Company. No message sent to this address will be deleted without the approval of the chair of the committee of the Board with primary responsibility for the principal subject matter of the message.

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 “Our Company,” then “Corporate Responsibility,” and then “Policies and Charters.” The charters are also available in print at no charge to any shareholder who requests them by writing to Secretary, Minerals Technolo­gies Inc., 622 Third Avenue, New York, New York 10017-6707.

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The Audit Committee currently consists of Ms. Smith (Chair), Mr. Breunig, Mr. Carmola, Mr. Robinson and Dr. Winter, none of whom is an employee of the Company. 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 Ms. Smith, Chair of the Audit Committee, is an “audit committee financial expert” for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 and has “financial expertise” for purposes of the rules of the New York Stock Exchange. The Audit Committee met seven times in 2015.

The primary duties of the Audit Committee are:

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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;

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to appoint, compensate, and oversee the work of the independent registered public accounting firm employed by the Company (including resolution of disagreements

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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;

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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

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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.

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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.

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The Compensation Committee currently consists of Mr. Dunham (Chair), Mr. Carmola, Dr. Clark and Ms. Smith, none of whom is an employee of the Company. The Board has determined that each of the members of the Compensation Committee is independent in accordance with the rules of the New York Stock Exchange. The Compensation Committee met four times in 2015.

The primary duties of the Compensation Committee are:

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To participate in the development of our compensation and benefits policies;

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to establish, and from time to time vary, the salaries and other compensation of the Company’s Chief Executive Officer and other elected officers;

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to review 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

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to participate in top-level management succession plan­ning.

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See “Compensation Discussion and Analysis” and “Report of the Compensation Committee” below for further discussion of the Compensation Committee’s activities in 2015.

The Chair of the Compensation Committee may be reached at the following e-mail address: compensation.chair@mineralstech.com.

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The Corporate Governance and Nominating Committee currently consists of Dr. Clark (Chair), Mr. Breunig, Mr. Dunham, Mr. Robinson and Dr. Winter, none of whom is an employee of the Company. The Board has determined that each of the members of the Corporate Governance and Nominating Committee is independent in accordance with the rules of the New York Stock Exchange. The Corporate Governance and Nominating Committee met three times in 2015.

The primary duties of the Corporate Governance and Nominating Committee are:

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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;

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the establishment and operation of committees of the Board;

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the development and recommendation to the Board of corporate governance principles applicable to the Company; and

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the oversight of an annual review of the Board’s performance.

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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 and Diversity Considerations.”

See “Report of the Corporate Governance and Nominating Committee,” below, for further discussion of the Corporate Governance and Nominating Committee’s activities in 2015. The Chair of the Corporate Governance and Nominating Committee may be reached at the following e-mail address: governance.chair@mineralstech.com.

This report is an annual voluntary governance practice that highlights the Corporate Governance and Nominating Com­mittee’s activities during 2015.

Governance Initiative. The Committee continued to spend considerable time reviewing and monitoring governance developments in 2015. The Committee reviewed the Company’s policies on corporate governance, including the Corporate Governance Guidelines and the Company’s Code of Busi­ness Conduct and Ethics, and charter of the Board’s committees, including the charter of the Corporate Governance and Nominating Committee, to ensure that the Company’s corporate governance practices meet applicable legal and regulatory requirements and emerging best governance practices and that the governance practices of the Board are transparent to shareholders and other interested parties. A substantial amount of time continued to be devoted to analyzing and understanding the advisory vote to approve executive compensation (“say-on-pay”) requirement, other results from the Company’s annual meeting of shareholders, the Company’s outreach to shareholders, and specific feedback from shareholders. The Committee reviewed several shareholder proposals received by the Company, including proposals that the Company implement majority voting for directors in uncontested elections. As a result of this review, the Com­mittee recommended, and the Board adopted, amendments to the Company’s by-laws and Corporate Governance Guidelines to implement majority voting. The Committee also reviewed the reports and analyses of various proxy advisory services regarding areas of possible improvement in corporate governance practices as well as the changes in the proxy advisory services’ policies and procedures. The Committee also continued to review the legal environment.

Director Qualifications. As part of its annual assessment process, the Committee reviewed and updated its assess­ment of the skills, experiences and competencies that the Board as a whole should possess. In connection, the Committee evaluated the skills, experiences and competen­cies of each member of the Board based on their respective

expertise, background and industry experience. This evalua­tion was then reviewed and discussed by the entire Board. It was determined by the Board that the Company’s and shareholders’ interests are well represented based on the results of this evaluation. The material qualifications, attributes, skills and experiences of each of the Company’s directors are set forth above under “Corporate Governance—Director Qualifications and Diversity Considerations.”

Annual Performance Assessment. The Committee reviewed the Board’s current evaluation process and continued to update the evaluation tools to incorporate the best practices. As in 2014, the Board’s annual evaluation of the effective­ness and contributions of the Board was conducted via an electronic Board Self Assessment Survey.

Succession Planning. The Committee continued to conduct a review of then-current Board members to determine the adequacy of succession plans for Board members.

Continuing Education for Directors. The Committee reviewed and updated the orientation initiatives for new directors and the ongoing education programs.

Operational Excellence. In connection with the Company’s ongoing Operational Excellence program, Mr. Dunham participated in the committee evaluating candidates for the 2015 Chairman’s Operational Excellence Award. First instituted in 2008, the Award recognizes those units of the company that have significantly advanced the deployment of Operational Excellence.

Sustainability Report. The Committee also reviews and comments on the Company’s annual Corporate Responsibility & Sustainability Report.

Robert L. Clark, Chair
Joseph C. Breunig
Duane R. Dunham
Marc E. Robinson
Donald C. Winter

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The Company recognizes that related party transactions can present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the Company’s best interests and those of our shareholders. Therefore, our Board has adopted a formal, written policy with respect to related party transactions.

For the purpose of the policy, a “related party transaction” is a transaction in which the Company participates and in which any related party has a direct or indirect material interest, other than (1) transactions available to all employees or customers generally or (2) transactions involving less than $120,000 when aggregated with all similar transactions during the course of the fiscal year.

Under the policy, a related party transaction may be entered into only (i) if the Corporate Governance and Nominating Committee approves or ratifies such transaction and if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, or (ii) if the transaction has been approved by the disinterested members of the Board. Related party transac­tions may be approved or ratified only if the Corporate Governance and Nominating Committee or the disinterested members of the Board determine that, under all of the circumstances, the transaction is in the best interests of the Company.

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Ms. Smith, a director of the Company, has been Chief Operating Officer of Commercial Metals Company since January 18, 2016. Prior to that, Ms. Smith was Senior Vice President and Chief Financial Officer of Commercial Metals Company since 2011. The Company had a purchase and sales relationship with certain units of Commercial Metals Company that predated Ms. Smith’s appointment to the Company’s Board of Directors and her employment with Commercial Metals Company. The Company continued in 2015 to purchase from and sell to Commercial Metals

Company certain products, including magnesium oxide. This ongoing relationship was reviewed by the Corporate Governance and Nominating Committee under the Company’s related party transaction policy and it was determined that Ms. Smith does not have a direct or indirect material interest in such sales because the annual sales to, or purchases from, the Company are less than 1% of the consolidated gross revenues of each of the Company and Commercial Metals Company and such purchases and sales were made in the ordinary course of business of each company.

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. Muscari, Ms. Barbara R. Smith, and Dr. Donald C. Winter, who are currently directors of the Company, to serve for a three-year term expiring at the Annual Meeting to be held in 2019.

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.

The Board believes that the combination of the various qualifications, skills and experiences of the 2016 Director nominees would contribute to an effective and well-functioning Board.

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The Audit Committee of the Board has appointed KPMG to serve as our independent registered public accounting firm for the current fiscal year, subject to the approval of the shareholders. KPMG and its predecessors have audited the financial records of the businesses that comprise the Company for many years. We consider the firm well qualified.

We expect that representatives of KPMG will be present at the Annual Meeting of Shareholders. These representatives will have the opportunity to make a statement if they wish to do so, and will be available to respond to appropriate questions.

The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company. As part of fulfilling its oversight responsibility, the Audit Committee reviewed and discussed with management the audited financial statements of the Company, including the audit of the effective operation of, and internal control over, financial reporting, for the fiscal year ended December 31, 2015. In addition, the Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Statement on

Auditing Standards No. 61, as amended, “Communication with Audit Committees.”

The Audit Committee has discussed with KPMG the independent accountant’s independence from the Company and has received from KPMG the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence.

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Audit Fees. Audit fees are fees the Company paid to KPMG for professional services for the audit of the Company’s consolidated financial statements included in the Annual Report on Form 10-K, including fees associated with the audit of the effective operation of, and internal control over financial reporting, and review of financial statements included in Quarterly Reports on Form 10-Q, or for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Audit Related Fees. Audit related fees are billed by KPMG for assurance and related services that are reasonably related to the audit or review of the Company’s financial statements, including due diligence and benefit plan audits.

Tax Fees. Tax fees are fees billed by KPMG for tax compliance, tax advice and tax planning.

All Other Fees. All other fees are fees billed by KPMG to the Company for any services not included in the first three categories.

Pre-Approval Policy. The Audit Committee established a policy that requires it to approve all services provided by its independent registered public accounting firm before the independent registered public accounting firm provides those services. The Audit Committee has pre-approved the engage­ment of the independent registered public accounting firm for audit services, audit-related services, tax services and all other fees within defined limits. All of the Audit Related Fees, Tax Fees and All Other Fees paid to KPMG were approved by the Audit Committee in accordance with its pre-approval policy in fiscal year 2015.

The Audit Committee considered all these services in connec­tion with KPMG’s audits of the Company’s financial state­ments, and the effective operation of, and internal control over, financial reporting for the fiscal years ended December 31,

2015 and 2014, and concluded that they were compatible with maintaining KPMG’s independence from the Company in the applicable periods.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for filing with the SEC.

Barbara R. Smith, Chair
Joseph C. Breunig
John J. Carmola
Marc E. Robinson
Donald C. Winter

The Board of Directors is asking you to approve, on an advisory basis, the 2015 compensation of our named execu­tive officers as described in the “Compensation Discussion and Analysis” and “Compensation of Executive Officers and Directors” sections of this Proxy Statement. This proposal is commonly known as “Say-on-Pay.”

While this vote is advisory, and not binding on the Company, the Compensation Committee or the Board of Directors, it will provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the future. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. You should read the Compensation Discussion and Analysis, which discusses how our executive compensation policies and programs implement our executive compensation philosophy, and the Compensation of Executive Officers and Directors section which summarizes the 2015 compensation of our named executive officers.

In determining whether to approve this proposal, we believe you should consider how we link pay to performance, which is discussed in detail in the Compensation Discus­sion and Analysis section under “How We Tie Pay to Performance.” In particular you should bear in mind that:

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In 2014, the Company acquired AMCOL International Corporation for $1.8 billion. Since that time, the

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Company delivered strong results as measured both by our financial performance and execution of our strategies of geographic expansion and new product innovation.

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The Company achieved record earnings for the sixth consecutive year with earnings of  $4.31 per share compared with $4.00 per share in 2014. This represents 80% accretion over MTI’s 2013 pre-acquisition earnings of  $2.42 per share as we have doubled the size and value of Minerals Technolo­gies through the acquisition.

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Over 80% of the compensation of our Chairman and Chief Executive Officer, Mr. Joseph C. Muscari, is at risk and variable depending on company and individual performance.

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In 2015, we continued to extensively engage with our shareholders to determine how our corporate governance and compensation practices can be improved.

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Accordingly, the Board of Directors recommends approval of the following resolution:

RESOLVED, that shareholders of the Company approve, on an advisory basis, the compensation paid to the Company’s named executive officers in 2015, as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related tables and disclosure).

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We have structured our compensation program to strongly tie our executives’ pay to performance. This is reflected in the compensation that was awarded to our Chairman and Chief Executive Officer, Mr. Muscari. Over 80% of Mr. Muscari’s compensation is at risk and variable depending on company and individual performance. The Compensation Committee believed 2015 compensation appropriately reflected the Company’s strong financial and operational performance as well as Mr. Muscari’s individual performance. As detailed below in this Compensation Discussion & Analysis, there are five main elements of our executive compensation program:

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Base salary is the only portion that is not at-risk and not performance-based.

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Annual incentive compensation is based on the Company’s achievement with respect to two financial metrics we believe are the most important business metrics that lead to creation of shareholder value (Operating Income (OI) and Return on Capital (ROC)), representing 70% of the plan’s bonus opportunity, and achievement of personal performance objectives, representing the remaining 30% of the plan’s bonus opportunity. Our OI and ROC performance for the year was strong, with both metrics exceeding the target, leading to payment on this portion of the 2015 Annual Incentive Plan award opportunity at 116.5%. Mr. Muscari’s performance against his personal performance objectives was 150% of target. Accord­ingly, the total 2015 Annual Incentive Plan award paid for the year to Mr. Muscari, based on Company and individual performance, was 126.6% of target.

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The majority of our long-term incentives are two forms of equity-based awards: stock options and DRSUs. These

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awards provide a direct link between pay and share- holder interests. Although vesting of these awards is time-based, 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 to high levels. Our history is that executives that do not meet such performance standards leave our Company; in the past nine years, there has been 100% turnover of the positions in our executive management team. These officers have forfeited all of their unvested equity awards.

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The remaining long-term incentives are grants of Performance Units under our long-term incentive plan. The Performance Units pay out in cash based on three-year performance goals. Payouts are based on achievement relative to three goals: ROC, which is based on a three-year target in contrast to the one-year ROC target under our Annual Incentive Plan, and total shareholder return relative to a peer index and relative to the broader market. The Performance Units that vested on December 31, 2015 were granted in early 2013 and related to the 2013-2015 performance period. During this period, our total shareholder return was 138% of the peer index and approximately 85% of the broader market, and our ROC exceeded its target, which is based on the Company’s cost of capital. This strong performance over the three-year performance period is reflected in pay-outs at a level of approximately 190% of target value per unit for units that vested at the end of 2015.

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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. Muscari, for the years 2013-2015, along with Mr. Muscari’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, 2015 stock price for vested awards or, for awards outstanding and not vested, the expected value at vesting based on the December 31, 2015 stock price.

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The Committee believes that the overall compensation to the named executive officers should include reasonable levels of fixed cash compensation in order to provide a level of assurance of compensation. Base salaries of our named executive officers are determined in accordance with their responsibilities, their tenure in position, performance and market data for the position, although no particular weight is assigned to any one factor. Each employee receives an annual performance rating. The performance rating of Mr. Muscari, the Company’s Chairman and Chief Executive Officer, is assigned by the Compensation Committee and approved by the Board. The performance ratings of other officers, including the named executive officers, are assigned by the Company’s Chief Executive Officer, subject to review

by the Compensation Committee. For 2015, the named executive officers’ performance ratings were assigned by Mr. Muscari. Based on the Company’s performance, general business outlook, and industry compensation trends, we set guidelines for average percentage compensation adjust­ments to salary for all employees for the coming year. The percentage increase received by a particular employee is determined on the basis of the employee’s performance rating and current compensation level compared to similar marketplace positions.

Having provided no increase in Mr. Muscari’s base salary from 2009 to 2014, the Committee determined that Mr. Muscari should receive a merit increase in 2015.

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 the 2015 Annual Incentive Plan, we determined that two financial measures—Operating Income (“OI”) and Return on Capital (“ROC”)—are the most important business metrics that lead to creation of shareholder value, and therefore deserve significant focus. Performance of the Company with respect to these metrics was a significant factor in each executive’s bonus opportunity. For executives who are Business Unit Heads (including Mr. Monagle, who was both Chief Operating Officer for the Company’s legacy busi­nesses and headed the Company’s Paper PCC business unit for part of the year), performance with respect to these financial targets within the executive’s Business Unit 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. Approximately half of the personal performance objectives were based on quantifiable financial components: Expense Management, improvements in Working Capital, and certain Productivity metrics, for which specific targets were established. Accord­ingly, financial components (OI, ROC, and improvements in Working Capital, Expense Management, and Productivity) represented approximately 80% of the plan’s target metrics.

The table below summarizes the weightings for each ele­ment of the performance factor (corporate financial targets, Business Unit financial targets, and personal performance objectives) for each of our named executive officers, along with their achievement in 2015.

As discussed above, the Committee selected OI and ROC as the two financial measures used to determine Company performance. For each measure, a Company performance target range was determined by weighting the average of individual Business Unit performance target ranges for these measures. Business Unit performance target ranges in turn represent a weighted average of sub-Business Unit level target ranges. The actual Company performance for 2015 for each measure also represented a weighted average of individual Business Unit actual performance for the measure.

For purposes of determining the Company performance target ranges and actual 2015 performance, the Company’s Business Units were weighted approximately 20% for Paper PCC, 15% for Refractories, 12% for Performance Minerals, 33% for Performance Materials, 11% for Construction Technolo­gies and 9% for Energy Services.

The following table sets forth, for each of the OI and ROC financial measures that we use to determine Company performance, the following:

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the performance target range for threshold and maximum performance, representing a weighted average composite of the Business Unit minimum (threshold) and maximum performance, respectively,

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the Company performance target if each of the Busi­ness Unit level performance factors were achieved at 100% of target, and

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actual 2015 performance, representing the weighted average composite performance of the Business Units.

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In determining the performance targets and target ranges for OI and ROC, the Committee took into consideration the economic conditions and risks of our market segments and the business development activities and goals for each of the Business Units. The Committee strived to design performance target ranges for OI and ROC that were attainable by the executive officers but challenging taking into consideration the economic condition in the markets we serve and the risks to achieve high performance. The OI targets set for 2015 reflected increases from 2014 actual OI performance of between 5% and 15% for all Business Units (on a pro forma basis for the businesses acquired in the AMCOL acquisi­tion), with the exception of the Energy Services Business Unit, whose target was lower than 2014 actual OI performance as a result of the significant decrease in oil prices. The ROC targets set for 2015 were above the Company’s cost of capital, and were at or above the 2014 actual ROC performance for all Business Units (similarly on a pro forma basis), with the exception of the Energy Services Business Unit, whose target was lower than 2014 actual ROC performance as a result of the significant decrease in oil prices. Such targets were set to drive higher performance in light of contemplated challenging business development activities in 2015.

A performance factor was determined for each measure based on the actual 2015 performance. In each case, the Company performance factor for a measure represents the weighted average of Business Unit level performance fac­tors. For each Business Unit, actual 2015 performance for each measure was weighted—OI was weighted at 60% and ROC at 40%—and the weighted average performance corresponds to a performance factor based on an individual payout matrix for such Business Unit. The performance factors for 2015 were determined to be as follows:

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As discussed above, Business Unit level financial targets for OI and ROC contributed to the weighted average composite Corporate financial targets. In addition, for the executives who are Business Unit heads, individual Business Unit OI and ROC were factors in determining the bonus opportunity under the 2015 Annual Incentive Plan. As noted above, Business Unit targets in turn represent a weighted average of sub-Business Unit level targets.

Consistent with prior years, the Committee selected performance target ranges for each Business Unit’s OI and ROC based upon recommendations of the Chief Executive Officer and after reviewing the Company’s 2015 operating plan. The Committee also took into account the risks associated within each business unit as well as the economic conditions of the market each business unit serves. As described above, the Committee strived to design performance target ranges for

OI and ROC that were attainable by the executive officers but challenging. The targets set for 2015 reflected performance that was higher than target 2014 performance and actual 2014 performance, with the exception of the Energy Service Business Unit.

As with Company level financial targets, a performance factor was determined for each Business Unit level measure based on the actual 2015 performance. The Business Unit performance factors represent percentage achievement of sub-Business Unit level targets. Accordingly, the performance factor for a measure does not represent a straight-line relationship between the Business Unit level target performance ranges and the actual performance for such Business Unit. We do not publicly report the financial results at the Business Unit or sub-Business Unit levels.

Personal performance objectives for executive officers during 2015, other than the Chief Executive Officer, were set by Mr. Muscari. Personal performance objectives for Mr. Muscari were set and approved by the Compensation Committee with input from Mr. Muscari.

The personal performance component provides rewards to executives in recognition of contributions in other key areas not captured in the OI and ROC financial metrics. Approximately half of the personal performance objectives were based on other quantifiable financial targets. Corporate staff executive officers had targets based upon Expense Control. Executive officers who are Business Unit Heads had targets based upon Expense Control, Days of Working Capital reductions, and Productivity Improvements, with different specific weight­ings applied to each element for each officer. Other personal performance objectives for executive officers other than the Chief Executive Officer include deployment of Lean operating principles and overall leadership, including with respect to the Company’s safety culture. The quantifiable financial targets for Mr. Muscari’s personal performance reflected an aggregation of the Business Unit and Corporate staff targets and objectives. 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 2015 Annual Incentive Plan in this manner so that the executives would know what their reward, if any, would be for achieving the financial 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. The following are the specific personal performance objectives under Annual Incentive Plan for each of our named executive officers, as well as their achievement of such objectives in 2015:

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Mr. Muscari: The Compensation Committee reviewed Mr. Muscari’s personal goals and objectives and assessed his performance versus the objectives in areas including, but not limited to, integrating AMCOL, development of the Company’s leadership team, improving the Company’s safety environment, maintaining a high performance culture in advancing operational excellence and increasing productivity, advancing strategies and performance of all business units, achieving financial targets, furthering external and investor relations, and addressing speci­fied risks. Collectively, Mr. Muscari’s performance against his personal performance objectives was 150.0% of target.

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Mr. Dietrich: Mr. Muscari and the Compensation Com­mittee reviewed Mr. Dietrich’s 2015 personal goals and objectives and assessed his performance versus the objectives in areas such as expense reduction, achieve­ment of Hoshin Plans (Hoshin is a structured methodology

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for executing and achieving strategic goals and objec­tives) and overall leadership. For Mr. Dietrich, control­lable expenses for his resource unit decreased in 2015 by 17.5% from 2014 pro forma levels, and his target was an increase of 11.1%, which resulted in a payout of 200% for this component of the award. Collectively, Mr. Dietrich’s performance against his personal performance objectives was 149.0% of target.

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Mr. Meek: Mr. Muscari and the Compensation Com­mittee reviewed Mr. Meek’s 2015 personal goals and objectives and assessed his performance versus the objectives in areas such as expense reduction, achieve­ment of Hoshin Plans and overall leadership. For Mr. Meek, controllable expenses for his resource units decreased in 2015 by 41.6% from 2014 pro forma levels, and his target was a decrease of 21.9%, which resulted in a payout of 200% for this component of the award. Collectively, Mr. Meek’s performance against his personal objectives was 136.9% of target.

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Mr. Monagle: Mr. Muscari and the Compensation Com­mittee reviewed Mr. Monagle’s 2015 personal performance goals and objectives and assessed his performance versus the objectives in areas such as Operational Excellence deployment, expense management, productivity and overall leadership. For Mr. Monagle, controllable expenses for his Business Unit decreased in 2015 by 8.7% from 2014 levels, and his target was an increase of 2.4%, which resulted in a payout of 200% for this component of the award. Productivity improvements measured as Tons Produced per Manufacturing Hour improved by 6.7% from 2014 levels and his target was an improvement of 5.0% which resulted in a payout of 102.3% for this component of the award. Collectively, Mr. Monagle’s performance against his personal objec­tives was 138.6% of target.

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Mr. Castagna: Mr. Muscari and the Compensation Committee reviewed Mr. Castagna’s 2015 personal performance goals and objectives and assessed his performance versus the objectives in areas such as Operational Excellence deployment, expense manage­ment, productivity, working capital days and overall leadership. Mr. Castagna had a 4th quarter 2015 expense reduction synergy target of  $3.5 million and his actual synergy expense reduction was $5.7 million, which resulted in a payout of 200% for this component of the award. Productivity improvements measured as Tons Produced per Manufacturing Hour increased 7.6% from 2014 levels and his target was an improvement of 19.2% which resulted in a payout of 70% for this component of the award. Working capital days decreased 2 days from 2014 levels and his target was reduction of 5 days, which resulted in a payout of 25% for this component of the award. Collectively, Mr. Castagna’s performance against his personal objectives was 120.0% of target. In addition, in recognition of Mr. Castagna’s

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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, in order 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 2015 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 Steven Hall & Partners, the Compensation Committee’s independent compensa­tion consultant. The applicable percentage of total long-term incentive awards ranged from 100% to 355% 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 2015 that the total long-term incentive value would be split as follows: 20% in

the form of stock options, 40% in DRSUs and 40% in Performance Units. This split reflected a desire to base awards on performance and the general marketplace trend of decreasing the emphasis on stock options. 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.

In 2015, in addition to the long-term awards granted as described above, the Committee granted special awards of DRSUs to all of our named executive officers for their significant efforts related to the acquisition and integration of AMCOL.

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. The linkage to performance is indicated by the Units’ history of zero payouts until our company’s performance improved over the past several years. Realized payouts on Performance Units that have vested over the past eight years are set forth in the following table.

Equity awards typically have a three-year vesting period. Although this vesting is time-based, 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 to high levels. Our history is that executives that do not meet such performance standards leave our Company; in the past nine years, there has been 100% turnover of the

positions in our executive management team. These officers have forfeited all of their unvested equity awards.

Stock Options. The Committee awarded the named execu­tive officers in 2015 stock options with an exercise price of $60.185. The exercise price represents fair market value on the date of grant as defined in the 2001 Stock Award and Incentive Plan 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.

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.

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 2015 vest at the end of a three-year performance period (2015–2017), provided the grantee remains employed by the Company at such time. The value of each Performance Unit is dependent on the following three components:

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The Company’s ROC performance over the three-year performance period (which distinguishes this measure from the one-year ROC target under our Annual Incen­tive Plan) as compared to target ROC, which is set to exceed the Company’s weighted average cost of capital.

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The Company’s stock performance as compared to the S&P MidCap 400 Index and the Russell 2000 Index, based on total shareholder return for the period from January 1, 2015 to December 31, 2017. For this purpose, the total shareholder return of the S&P MidCap 400 Index and the Russell 2000 Index are weighted equally.

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The Company’s stock performance as compared to our Peer Company Index, based on total shareholder return for the period from January 1, 2015 to December 31, 2017. Commencing in 2013, we began using a Peer Company Index that is consistent with the comparator group of peer companies used for our overall compensa­tion benchmarking, which is described in detail below under “—How We Make Compensation Decisions— Comparator Group Companies.”

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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.

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.

In January 2016, the Committee reviewed the results of Performance Units related to the performance period ending December 31, 2015. The Company’s strong performance during the performance period resulted in a payout on these Performance Units of  $190 per unit. Payments to the named executive officers on such Performance Units were as follows: Mr. Muscari, $2,426,240, Mr. Dietrich, $746,827, Mr. Monagle, $803,692, Mr. Meek, $720,290, and Mr. Castagna, $308,019.

Our retirement programs for senior executives provide an opportunity for each participating executive, through long service to the Company, to receive a pension or other forms of retirement benefits. With the exception of Mr. Castagna, our named executive officers participate in the Company’s Retirement Plan and the Supplemental Retirement Plan which provide retirement benefits to employees and execu­tives. Mr. Castagna, who was an executive of AMCOL prior to its acquisition by us on May 9, 2014, participates in the

MTI Retirement Plan-PC&E, MTI Supplemental Retirement Plan-PC&E, and MTI Deferred Compensation Plan-PC&E. These plans are described more fully in the narrative following the Pension Benefits table below.

Although our retirement programs provide valuable benefits that help us attract and retain executive talent, we rely more heavily on other elements of our compensation program in the recruitment process and for retention.

Severance protection is provided to our senior executives in employment agreements and severance agreements. This protection is designed to be fair and competitive and to aid in attracting and retaining experienced executives. When recruited from another company, the executive generally will seek to be protected in the event he or she is terminated without cause or we take actions giving the executive good reason to terminate employment. We believe that the protection we provide—including the level of severance payments and post-termination benefits—is appropriate and within the range of competitive practice.

Severance protection following a change in control, while potentially costly, provides a number of important benefits to the Company. First, it permits an executive to evaluate a potential change in control while relatively free of concern for the executive’s own situation or the need to seek employ­ment elsewhere. Second, change in control transactions

take time to unfold, and a stable management team can help to preserve the Company’s operations either to enhance the value delivered to a buyer in the transaction or, if no transaction is consummated, to ensure that the Company’s business will continue without undue disruption. Finally, we believe that the change in control protections in place encourage management to consider on an ongoing basis whether a strategic transaction might be advantageous to our shareholders, even one that would vest control of the Company in a third party. We generally do not provide for excise tax gross up payments to executive officers in connection with a change in control. The Compensation Committee believes that the potential cost of executive change in control severance payments and benefits, as a percentage of the potential buyout price, would be well within the range of reasonable industry practice, and represents an appropriate cost relative to the benefits to the Company and its shareholders.

The Company maintains the Supplemental Savings Plan in order to allow employees to defer amounts that cannot be deferred under the qualified Savings and Investment Plan (the Company’s 401(k) plan) due to Internal Revenue Code limits. Contributions under the Supplemental Savings Plan are limited to the percentage limits that the employee would otherwise have been able to contribute on a before-tax basis

to the Savings and Investment Plan. Additionally, the program provides a second and separate election opportunity for the deferral of annual base salary and bonus for which these deferrals are credited with interest only. Amounts placed in the Supplemental Savings Plan remain with the Company until payout, rather than invested through a third party as with other defined contribution programs.

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The Compensation Committee believes that the compensa­tion program for executive officers should reward the achieve­ment of the short-term and long-term objectives of the Company, and that compensation should be related to the value created for its shareholders. Furthermore, the program should reflect competitive opportunities and best practices in the marketplace.

The following objectives serve as guiding principles for the Compensation Committee:

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Provide a market-based, competitive total compensa­tion opportunity that allows the Company to attract, retain, motivate and reward highly skilled executives;

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establish a strong pay-for-performance culture based on the achievement of key business objectives and reinforced by incentive-based pay; and

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strengthen the linkage between executive and shareholder interests through the usage of equity awards and executive stock ownership.

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We intend that the levels of compensation available to executive officers who successfully enhance corporate value be competitive with the compensation offered by publicly held companies so that we can successfully attract and retain the high-quality executive talent critical to the long-term success of the Company. Furthermore, we seek to encourage outstanding performance through the opportunity to earn substantially more than target levels of pay for superior performance. To understand the competitive market for pay, we analyze the compensation programs at a comparator group of companies in setting compensation terms for our program.

As a result of our outreach to our shareholders in 2012, we substantially revised the comparator group used for determining our compensation program. We conducted the same review each year since, and in 2015 determined that the group

remained appropriate, with the only changes being the removal of certain companies which were acquired. The Company’s primary business competitors are foreign companies, privately held firms or subsidiaries of publicly-traded companies. Accordingly, compensation data for most of our primary business competitors is not publicly available. Therefore, based on information and analysis provided by the Commit­tee’s executive compensation consultants, Steven Hall & Partners, we identified the following group of comparator companies for reference in setting compensation. We selected these companies because they are primarily in the specialty chemical industry, they provide a broad measure of compensa­tion in the market in which we compete for talent, and they are similar to the Company in the size and scope of their operations.

We do not rely exclusively on comparator group data in setting the terms of our compensation program. Consideration also is given to major compensation surveys of companies in the chemical industry, as well as companies in general industry. Survey information helps to confirm the validity and

provide broader context to the comparator group data, as well as provide data for positions where comparator data is not available from public filings with the SEC. This survey data is developed independently by Steven Hall & Partners and provided to the Compensation Committee.

Total direct remuneration—consisting of salary, annual incen­tive awards and long-term incentive awards—provides the major portion of each named executive officer’s remunera­tion. In setting each named executive officer’s total direct

remuneration opportunity, the Compensation Committee 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. As a result, we do not set total direct remuneration or the component parts at levels to achieve a mathematically precise market position. Based on its review of the factors described above, Mr. Muscari’s total direct remuneration was set relatively higher than the other named executive officers, reflecting among other things his greater scope of responsibilities and longer term of service as an executive officer than the other named executive officers.

As discussed above, our program has provided substantial portions of total direct remuneration in the form of DRSUs and stock options to promote share ownership as a direct means of aligning the interests of executives with the long-term interests of shareholders. Our share retention requirements also encourage long-term shareholding. Cash compensation permits executives to meet living expenses and build wealth through diversified investments, and we therefore seek to provide balance in the mix of cash and non-cash compensation. The more senior the role, the greater the percentage of compensation provided in the form of at-risk long-term incentives.

In evaluating the level of compensation for the named executive officers versus the marketplace, the Committee considered the elements of salary, annual incentive and long-term incentive compensation, both individually and collectively. These elements were benchmarked to compensa­tion information of comparator companies provided by the Committee’s executive compensation consultants, Steven Hall & Partners. However, this compensation data was not

utilized by the Committee to adjust any element of compensa­tion, or total compensation generally, paid to any executive officer (including any of the named executive officers) to precisely equal benchmarked values. Rather, salary, bonus and equity-based compensation components, individually and in total, for each executive, were compared to the average value received by the executives in the comparator companies and such comparison served as general guid­ance to the Committee in setting compensation levels. In addition, the Committee reviewed the salary, annual incen­tive and long-term incentive compensation amounts received by each such executive in prior years when establishing compensation levels. In establishing the form and amount of compensation, the Committee attempts to provide compensa­tion that is competitive with its comparator companies, but reasonable in light of the Company’s performance in prior years.

Compensation levels for each element of direct remunera­tion 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. As noted above, in each case, 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.

The Compensation Committee reviews and takes into account all elements of executive compensation in setting policies and determining compensation amounts. In this process, the Compensation Committee reviews “tally sheets” and other reports and analyses of executive compensation including those prepared by the Compensation Committee’s independent advisor, Steven Hall & Partners.

Other policies and practices that help promote our compensa­tion objectives include the following:

Employment Agreements. We have employment agree­ments with all of the named executive officers. These agreements formalize the terms of the employment relation­ship and the Company’s obligations to the executive during employment and in the event of termination. Additionally, these agreements clearly define the obligations of execu­tives during and after employment with the Company. This includes compliance with restrictive terms that protect our business related to competitive activities, solicitation of our employees, customers and business partners, the disclosure of confidential information, and other actions that could be harmful to the Company post-employment. Employment agreements promote careful and complete documentation

and understanding of employment terms, including strong protections for our business, and discourage frequent renegotia­tion of the terms of employment. Conversely, employment agreements can limit our ability to change certain employ­ment and compensation terms. In some cases, including when an executive has been recruited to join us, executives have negotiated with us regarding the terms of their employ­ment. The agreements embody the employment terms on which the Compensation Committee and the executives have reached agreement.

Equity Award Grant Practices. Most of our option and DRSU grants have occurred as part of our regular annual grant of equity awards at a regularly scheduled meeting of the Compensation Committee, typically in January. The Company considers interim grants in cases of new hires, promotions and other special situations.

Clawback Policy. In 2012, we adopted a Policy for Recoup­ment of Incentive Compensation (a “clawback” policy). This allows the Company to recapture any compensation paid or awarded to an executive officer or other key employee if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any

financial reporting requirement, and the Board determines that the willful commission of an act of fraud or dishonesty by such person or recklessness in the performance of such person’s duties contributed to the non-compliance and the compensation received by such person would have been materially lower if it had been based on the restated results.

Officer Stock Ownership Guidelines. The following are the stock ownership guidelines effective for the Chief Executive Officer and other named executive officers. The guidelines require holdings of our stock with values at least equal to specified multiples of base salary, as follows:

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Chief Executive Officer—six times base salary (within five years of election)

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Chief Financial Officer and Chief Operating Officer—four times base salary (within five years of election)

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Other Elected Officers—three times base salary (within five years of election)

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As of March 4, 2016, Mr. Muscari, Mr. Dietrich and Mr. Meek were the only named executive officers in their positions for the five years required for the guidelines to take effect. Mr. Muscari, Mr. Dietrich and Mr. Meek were in compliance with the officer stock ownership guidelines.

Trading Controls and Hedging Transactions. Executive officers, including the named executive officers, are required to receive the permission of the Company’s General Counsel prior to entering into any transactions in Company securities, including exercises of stock options. Generally, trading is permitted only during announced trading periods. The named executive officer bears full responsibility if he or she violates Company policy by permitting shares to be bought or sold without pre-approval or when trading is restricted. Executive officers are prohibited from entering into hedging transac­tions, short sales and similar derivative transactions, and from pledging shares of Company stock.

Internal Revenue Code Section 162(m) limits the tax deduc­tions that a public company can claim for compensation to some of its named executive officers. We generally seek to preserve such corporate tax deductibility for compensation to the extent practicable, although the Compensation Com­mittee retains flexibility to approve, when appropriate, compensa­tion arrangements which promote the objectives of our

compensation program but which do not qualify for full tax deductibility. Accordingly, the Committee recognizes that a portion of the compensation paid to the executive officers will be subject to the deduction limitation.

Governance of our compensation program is the responsibility of the Compensation Committee, which consists solely of independent (non-management) directors. The Compensa­tion Committee works with management, in particular the Chief Executive Officer and the executive responsible for Human Resources, in making decisions regarding our compensa­tion program. The Chief Executive Officer has the ability to call Compensation Committee meetings for this purpose. The Compensation Committee also has retained Steven

Hall & Partners, a nationally known compensation consulting firm, to assist in gathering and analyzing market data, advising the Compensation Committee on compensation standards and trends, and assisting in the implementation of policies and programs. Steven Hall & Partners works with the Chief Executive Officer and the executive responsible for Human Resources, in providing such assistance to the Compensation Committee. Steven Hall & Partners does not provide any other services to the Company.