CEO total compensation of approximately $7.4 million is within a reasonable range for a CEO of a $2.2 billion specialty materials company, and prior Say on Pay support of 79% at the 2025 annual meeting is above the 70% threshold requiring a response. The pay mix is strong: over 87% of CEO pay is variable and at-risk, at least 50% of long-term incentive compensation is performance-based using multi-year return-on-capital metrics, and a meaningful clawback policy is in place. The company's 3-year price return of 20.2% is positive, and while the 5-year return is negative at -8.2%, the incentive compensation structure uses rigorous metrics and shareholders expressed no concerns during the 2025 engagement cycle, supporting a FOR determination.

KPMG has audited Minerals Technologies since 1992, a tenure of approximately 33 years, which exceeds the 25-year threshold in our policy. The proxy does not provide a specific and compelling rationale for continued engagement, nor does it disclose a concrete multi-year rotation plan; the non-audit fee ratio of approximately 8.9% of audit fees is well within the acceptable range and raises no independence concern on that dimension, but the tenure trigger alone is sufficient to warrant a AGAINST vote.