DEF 14A of MP Materials Corp. / DE, Apr 25, 2025

DEF 14A of MP Materials Corp. / DE

Filed Apr 25, 2025 · FY20240001801368-25-000010

Open on EDGAR

  1. ELECTION OF THE THREE CLASS II DIRECTORS NAMED IN THIS PROXY STATEMENT

    ELECTION OF THE THREE CLASS II DIRECTORS NAMED IN THIS PROXY STATEMENT

  2. General

    General In accordance with our Charter, we have a classified Board, with directors in three separate classes, Class I, Class II and Class III, with only one class of directors being elected in each year. At the Annual Meeting, our stockholders will vote on three Class II directors for a three-year term and until the election and qualification of their respective successors in office, or until such director’s earlier death, resignation or removal. Each of our other current directors will continue to serve as a director until the expiration of their respective terms and until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. Our Board nominated Connie K. Duckworth, Maryanne R. Lavan, and General (retired) Richard B. Myers for re-election to our Board as Class II directors at the Annual Meeting. Mses. Duckworth and Lavan and General Myers currently serve on our Board and have consented to be named in this Proxy Statement and have agreed to serve, if elected, until the 2028 annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. There are no family relationships between or among any of our executive officers, nominees, or continuing directors.

  3. Directors

    Directors The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:

  4. Directors

    | Name | Independent | Age | Director Since | | Class II Directors—Nominees for Election at the Annual Meeting | | | | | Connie K. Duckworth | Yes | 70 | 2020 | | Maryanne R. Lavan | Yes | 65 | 2020 | | General (Retired) Richard B. Myers | Yes | 83 | 2020 | | Class III Directors—Term Expiring at the 2026 Annual Meeting | | | | | Arnold W. Donald | Yes | 70 | 2023 | | Randall J. Weisenburger | Yes | 66 | 2020 | | Class I Directors—Term Expiring at the 2027 Annual Meeting | | | | | James H. Litinsky | No | 47 | 2020 | | Andrew A. McKnight | Yes | 47 | 2020 |

  5. Summary of Director Experience and Qualifications

    Summary of Director Experience and Qualifications The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by one or more of the Company’s directors because of their particular relevance to the Company’s business and strategy. While all of these were considered by the Board in connection with this year’s director nomination process, the following matrix does not encompass all experience, qualifications, attributes or skills of our directors.

  6. Summary of Director Experience and Qualifications

    | | Donald | Duckworth | Lavan | Litinsky | McKnight | Myers | Weisenburger | | Qualification and Attributes | | | | | | | | | Accounting/Auditing | ● | ● | ● | ● | ● | ● | ● | | Business Operations | ● | ● | ● | ● | ● | ● | ● | | Capital Management | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance Leadership | ● | ● | ● | ● | ● | ● | ● | | Financial Expertise/Literacy | ● | ● | ● | ● | ● | ● | ● | | Independence | ● | ● | ● | | ● | ● | ● | | Industry Experience | ● | | ● | ● | | | ● | | International | ● | ● | ● | ● | ● | ● | ● | | Investment Markets | ● | ● | ● | ● | ● | ● | ● | | Other Recent Public Board Experience | ● | ● | | | ● | ● | ● | | Public Company Executive Experience | ● | | ● | ● | ● | | ● | | Regulatory/Risk Management | ● | ● | ● | ● | ● | ● | ● | | Government, Law or Military | ● | | ● | ● | | ● | ● | | Demographic Background | | | | | | | | | MP Board Tenure (in Years) | 2 | 4 | 4 | 4 | 4 | 4 | 4 | | Age (Years) | 70 | 70 | 65 | 47 | 47 | 83 | 66 | | Gender (Male/Female) | M | F | F | M | M | M | M | | Race/Ethnicity | | | | | | | | | African American | ● | | | | | | | | White/Caucasian | | ● | ● | ● | ● | ● | ● |

  7. Biographies of our Board Members

    Biographies of our Board Members Set forth below are the names and certain information about our Board of Directors and our Board Nominees, Connie K. Duckworth, Maryanne R. Lavan, and General (retired) Richard B. Myers.

  8. Board Nominees—Class II Directors

    Board Nominees—Class II Directors Connie K. Duckworth was a Partner and Managing Director of Goldman Sachs, a multinational investment bank and financial services company, until 2000, when she retired following a 20-year career. Ms. Duckworth was named Partner in 1990, the first female sales and trading partner in Goldman Sachs’ history. After Goldman Sachs, Ms. Duckworth founded a social enterprise ARZU, Inc., in 2004 to empower destitute women weavers in rural Afghanistan and served pro bono as its Chairman and CEO until its merger with U.K. based Turquoise Mountain in 2019. Since 2010, Ms. Duckworth has served as a director of Steelcase Inc. (NYSE: SCS), a manufacturer of commercial furniture and related products. Previously, she served as a trustee of Equity Residential (NYSE: EQR), a Maryland real estate investment trust, until June 2022, and served on the boards of directors of Northwestern Mutual, Russell Investment Group, Nuveen Investments, Smurfit Stone Container Corporation, and DNP Select Income Fund. In her philanthropic work, Ms. Duckworth was a trustee of the University of Pennsylvania until the end of December 2023 and chairs the International Board of Advisors of the University of Texas at Austin. She serves on the board of Endeavor Health (formerly Northshore-Edward-Elmurst Health), in Evanston, Illinois, where she was the first and only female Chairman of the Board. She is a founding member of the U.S.-Afghan Women’s Council in Washington, D.C. The recipient of numerous awards for leadership, social impact and innovation, Ms. Duckworth holds an M.B.A. from the Wharton School and a B.A. from the University of Texas at Austin. Ms. Duckworth brings to our Board executive leadership experience in the financial services industry and as a non-profit entrepreneur. In addition, Ms. Duckworth brings to our Board insight into the Board’s roles and responsibilities, particularly in the areas of environmental, social, and governance matters, gained from her extensive experience as a public company board member. Maryanne R. Lavan was the Senior Vice President, General Counsel, and Corporate Secretary of Lockheed Martin Corporation (NYSE: LMT), a global security and aerospace company until January 2025, when she retired. In this role, she was responsible for the legal affairs and law department of Lockheed Martin, including serving as counsel to its senior leadership and board of directors. She joined Lockheed Martin in 1990 and previously served as Vice President of Corporate Internal Audit, providing independent assessments of governance, internal controls, and risk management. Ms. Lavan graduated magna cum laude from the State University of New York at Albany with a Bachelor of Science degree. She received her J.D. from the Washington College of Law, American University. Ms. Lavan is a member of the Public Contract Law Section of the American Bar Association. She serves on the governing bodies for the Leadership Council on Legal Diversity, Equal Justice Works, Council for Court Excellence, University at Albany Foundation, Collegiate Directions Inc., and The Potomac School. Ms. Lavan brings to our Board extensive expertise in legal issues, public company governance, and matters relating to internal controls and risk management. Retired U.S. Air Force General Richard B. Myers loyally served the United States for 40 years before retiring as a four-star general. He served as the 15th Chairman of the Joint Chiefs of Staff from 2001 until his retirement in 2005. In this capacity, he was the highest-ranking officer in the United States military and served as the principal military advisor to the President, Secretary of Defense, and National Security Council. From 2016 to February 2022, General Myers was the President of Kansas State University. He currently serves on the Board of Regents of the Uniformed Services University of the Health Sciences. General Myers previously served on the board of directors of Deere & Co. (NYSE: DE) from 2006 to 2015; Northrop Grumman Corporation (NYSE: NOC) from 2006 to 2017; United Technologies Corporation from 2006 to 2017; and Aon PLC (NYSE: AON) from 2006 until 2022. He was also the Colin L. Powell Chair of National Security, Leadership, Character, and Ethics at the National Defense University and was chairman of the board of directors of the United Service Organization’s World Board of Governors. In addition, he serves on the board of trustees of non-profit organization Fisher House Foundation and served on the board of directors of MRIGlobal. General Myers brings to our Board diverse leadership experience and consensus building skills as well as invaluable insights regarding supply chains, national security, and geopolitics. In addition, General Myers brings to our Board extensive public company governance expertise and board experience.

  9. Continuing Directors—Class III Directors

    Continuing Directors—Class III Directors Arnold W. Donald currently serves as a director of Bank of America Corporation (NYSE: BAC) since 2013, Salesforce, Inc. (NYSE: CRM) since January 2023, and GE Vernova Inc. (NYSE: GEV) since April 2024. Mr. Donald was President and Chief Executive Officer of Carnival Corporation (NYSE: CCL) and Carnival plc, a cruise and vacation company, from July 2013 to August 2022, and served as a director from 2001 to 2022. From November 2010 to June 2012, Mr. Donald served as President and Chief Executive Officer of The Executive Leadership Council, a nonprofit organization that seeks to support, develop, and increase the number of African American corporate executives globally. In addition, he served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from January 2006 to February 2008. He also served as the Chairman and Chief Executive Officer of Merisant from 2000 to 2003, a privately held global manufacturer of tabletop sweeteners, and remained as Chairman until 2005. In addition, Mr. Donald was a member of the board of directors of Crown Holdings, Inc. (NASDAQ: CCK) from 1999 to 2019. Further, Mr. Donald held several senior leadership positions with global responsibilities at Monsanto over a more than 20-year tenure, including President of its Agricultural Group and President of its Nutrition and Consumer Sector. Mr. Donald earned a B.A. in economics from Carleton College, a B.S. in mechanical engineering from Washington University in St. Louis, and an M.B.A. from The University of Chicago Booth School of Business. Mr. Donald brings to our Board extensive experience in regulated, consumer, retail, and distribution businesses both as an executive and as a director of public companies. Randall J. Weisenburger is the Managing Member of Mile 26 Capital, LLC, a private investment company. Previously he served as the Executive Vice President and Chief Financial Officer of Omnicom Group Inc. (NYSE: OMC), a global media, marketing and corporate communications company (1998 to 2014). Prior to joining Omnicom, Mr. Weisenburger was a founding member of Wasserstein Perella, and was the President and Chief Executive Officer of the firm’s merchant banking subsidiary, Wasserstein & Co. He also held various roles within the firm’s portfolio of companies including Co-Chairman of Collins & Aikman Corp., CEO of Wickes Manufacturing, Vice Chairman of Maybelline Inc., and Chairman of American Law Media. Before Wasserstein Perella, Mr. Weisenburger was a member of the First Boston Corporation. Mr. Weisenburger currently serves as the Presiding Director and Senior Independent Director of Carnival Corporation (NYSE: CCL), a cruise and vacation company. He is also a director of Valero Energy Corporation (NYSE: VLO), the largest independent refiner and producer of renewable fuels, and a director of Corsair Gaming Inc. (NASDAQ: CRSR), a computer gaming equipment company. Mr. Weisenburger holds an M.B.A. from the Wharton School of the University of Pennsylvania, where he was named the Henry Ford Scholar, and a B.A. in Finance and Accounting from Virginia Polytechnic Institute and State University (Virginia Tech). Mr. Weisenburger brings to our Board extensive experience in business leadership, capital markets, finance and compliance, organizational leadership and public company governance.

  10. Continuing Directors—Class I Directors

    Continuing Directors—Class I Directors James H. Litinsky is the Founder, Chairman, and Chief Executive Officer of MP Materials Corp. (NYSE: MP). Mr. Litinsky is also the Founder, Chief Executive Officer, and Chief Investment Officer of JHL Capital Group LLC, an alternative investment management firm. Prior to founding JHL in 2006, he was a member of the Drawbridge Special Opportunities Fund at Fortress Investment Group LLC, a global investment management firm. Prior to Fortress, he was a director of Finance at Omnicom Group, Inc., and worked as a merchant banker at Allen & Company. Mr. Litinsky received a B.A. in Economics from Yale University, cum laude, and a J.D. and M.B.A. from the Northwestern University School of Law and the Kellogg School of Management. He was admitted to the Illinois Bar. As Founder, Chairman, and CEO of the Company, Mr. Litinsky brings to our Board an extensive understanding of the Company’s business and industry. In addition, Mr. Litinsky brings to our Board valuable business, leadership, and management insights into the strategic direction and growth trajectory of the Company. Andrew A. McKnight is Co-Chief Executive Officer of Fortress Investment Group LLC (“Fortress”) and a Managing Partner. He serves on the Leadership Committee of Fortress, and is a member of several investment committees. Prior to joining Fortress in February 2005, Mr. McKnight worked at Fir Tree Partners where he was responsible for analyzing and trading high yield and convertible bonds, bank debt, derivatives and equities for the value-based hedge fund. Prior to Fir Tree, Mr. McKnight worked at Goldman, Sachs & Co. in Leveraged Finance and the Distressed Bank Debt trading group. Mr. McKnight serves on the Board of Trustees for the American Enterprise Institute and Board of the Overseers at the Hoover Institution. He is on the Board of Advisors at University of Virginia’s Center for Politics, Southern Methodist University’s Cox School of Business Alternative Asset Management Center, and the University of Texas Southwestern Medical Center President’s Advisory Board. In addition, Mr. McKnight is a member of the Council on Foreign Relations. Mr. McKnight received a B.A. in Economics from the University of Virginia. Mr. McKnight brings to our Board extensive experience in management, finance and investments and executive leadership skills.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The compensation of the Company’s non-employee directors is paid in the form of annual retainers and an annual grant of restricted stock units. Mr. Litinsky, our Chairman and CEO, does not receive separate compensation for his service on the Board. Please see the “2024 Summary Compensation” table for the compensation received by Mr. Litinsky. The fees that each non-employee director or committee chair received for his or her service during 2024 were the following: •Annual Board Cash Retainer: $100,000 •Additional Presiding Director Cash Retainer: $50,000 •Committee Member Cash Retainers: ◦Audit Committee: $7,500 ◦Compensation Committee: $5,000 ◦Nominating and Corporate Governance Committee: $5,000 •Additional Committee Chair Cash Retainers: ◦Audit Committee: $15,000 ◦Compensation Committee: $10,000 ◦Nominating and Corporate Governance Committee: $7,500 •Annual Restricted Stock Unit Award: $135,000 ◦Vesting upon the earlier to occur of the one-year anniversary of the grant date and the next annual meeting of stockholders following the grant date; and ◦Vested restricted stock units to be delivered upon the earlier to occur of (i) June 15th following the fifth (5th) anniversary of the vesting date; (ii) a change in control of the Company; and (iii) the date of the director’s separation from service. In addition, non-employee directors are permitted to defer cash retainers and receive deferred stock units in lieu of such cash fees. If a director elects to defer cash retainer fees, the director will receive stock-settled deferred stock units that will be delivered upon the earlier to occur of (i) June 15th following the fifth (5th) anniversary of the vesting date; (ii) a change in control of the Company; and (iii) the date of the director’s separation from service.

  12. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information with respect to all compensation earned by or paid to the Company’s non-employee directors in 2024:

  13. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | | Stock Awards ($) (2) (3) | | Total ($) | | | Arnold W. Donald | | 105,000 | | 135,000 | | 240,000 | | Connie K. Duckworth | | 120,000 | | 135,000 | | 255,000 | | Maryanne R. Lavan | | 112,500 | | 135,000 | | 247,500 | | Andrew A. McKnight | | 110,000 | | 135,000 | | 245,000 | | General (Retired) Richard B. Myers | | 105,000 | | 135,000 | | 240,000 | | Randall J. Weisenburger | | 177,500 | | 135,000 | | 312,500 | | (1) All fees earned in fiscal 2024 for services as a director, including annual retainer fees, fees for committee chairs, whether paid in cash or deferred stock units are included in this column. In 2024, Messes. Duckworth and Lavan elected to receive deferred stock units in lieu of all of their cash compensation. | | | | | | | | (2) The amounts listed reflect the aggregate grant date fair value of restricted stock units awarded in 2024, computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), determined based on the closing stock price on the date of grant. | | | | | | | | (3) As of December 31, 2024, the following stock awards were outstanding: (i) for Mr. Donald, 17,132 restricted stock units; (ii) for Ms. Duckworth, 18,057 deferred stock units and 25,243 restricted stock units; (iii) for Ms. Lavan, 16,783 deferred stock units and 25,243 restricted stock units; (iv) for Mr. McKnight, 18,099 restricted stock units; (v) for General Myers, 3,794 deferred stock units and 25,243 restricted stock units; and (vi) for Mr. Weisenburger, 25,243 restricted stock units. | | | | | | |

  14. Pay for Performance

    Pay for Performance MP Materials Corp. has a strong philosophy that executive pay should vary with performance in order to align executive interests with those of our stockholders over time. We believe that our executive pay system is thoughtfully designed to reinforce this philosophy and to drive value-creating financial, operating, and strategic results, while also taking our external environment into account. Our executive compensation program brings this philosophy to life by incorporating the following features: •Fifty percent (50%) of our long-term incentive awards are delivered through performance-based incentives that is based on relative total shareholder return, which is measured over a three-year performance period relative to the S&P 400 Index and S&P 400 Materials Index, which is weighted equally; •Fifty percent (50%) of our long-term incentive awards are delivered in shares of MP common stock over the longer-term to encourage strong sustainable results over multiple years and to align the ultimate value of the award with stockholder interests; •Our insider trading policy prohibits executive officers from hedging their ownership of MP common stock, including transactions in puts, calls, or other derivative instruments and also prohibits executive officers from placing shares of MP common stock in margin accounts and pledging shares of MP common stock without approval of the Board; •We do not have any guaranteed incentive plan payouts, and all such plans contain caps to guard against windfall payments; and •We do not provide tax gross-ups in the event of a change-of-control.

  15. Competitive Pay Comparisons

    Competitive Pay Comparisons When determining the compensation opportunity for individual named executive officers, including salaries, bonuses, and equity grants, the Compensation Committee takes many factors into account, including such executive’s experience, responsibilities, management abilities, job performance, performance of the Company as a whole, current market conditions, an assessment of competitive pay for similar positions at comparable companies and at companies in other industries that could recruit the Company’s executives, and pay relative to other executives at the Company. These factors are considered by the Compensation Committee without any specific formula or weighting. The Company does not set compensation at a specific percentile of market comparisons. However, the Compensation Committee may reference the market from time to time for executives at similar companies to assess the overall competitiveness and reasonableness of pay. In order to assist the Compensation Committee in evaluating the pay of the Chief Executive Officer and also in evaluating the Chief Executive Officer’s recommendation for the pay of the other named executive officers for 2024, the Company’s Compensation Consultant provided a competitive compensation analysis in 2023 to inform compensation decisions which relied, in part, on an analysis of compensation at peer companies that are considered to be the most suitable comparisons to the Company. In developing this group of peer companies, we considered input from Exequity, which conducted an evaluation considering industry categorizations, revenue sizes, and peer company overlap among potential peers. We also incorporated feedback from management and the Compensation Committee regarding labor markets and comparability of potential peers. The peer group was used to inform 2024 pay decisions and consisted of 14 companies in the Chemical and Metal & Mining industries with a median market cap of $8 billion. These peer companies consisted of: •Albemarle Corporation •Alcoa Corporation •Ashland Global Holdings Inc. •Axalta Coating Systems Ltd. •Cabot Corporation •CF Industries Holdings, Inc. •Cleveland-Cliffs Inc. •Commercial Metals Company •Compass Minerals International, Inc. •Quaker Chemical Corporation •Reliance Steel & Aluminum Co. •Steel Dynamics, Inc. •The Mosaic Company •Westlake Chemical Corporation The Compensation Committee believes that our executive team has unique skills and experience that, in some cases, limit the direct comparability of market data due to the relatively few number of mining companies. From time to time, the Compensation Committee evaluates the companies that are in our peer group and for continued appropriateness. For 2025, the Compensation Committee did a review of the peer group and determined that a new peer group was necessary based on the Company’s increased size and the competitive marketplace for top executive talent. The peer group changes were designed to provide the Compensation Committee with an understanding of the competitive range of compensation opportunities and practices of companies with similar lines of business and market capitalizations to the Company’s market capitalization. For 2025, the Company’s new peer group consists of the following 14 companies with an average market capitalization of $4.6 billion: Alcoa Corporation, Alpha Metallurgical Resources, Inc., Ashland Global Holdings Inc., Axalta Coating Systems Ltd., Cabot Corporation, Commercial Metals Company, Compass Minerals International, Inc., Element Solutions Inc., Hecla Mining Company, Olin Corporation, Quaker Chemical Corporation, Materion Corporation, The Chemours Company and The Mosaic Company Inc.

  16. Elements of Compensation

    | Fiscal 2024 Principal Elements of Executive Compensation | | | | | Element | Description | Performance Considerations | Primary Objectives | | Base Salaries | Fixed cash payment | Based on level of responsibility, experience, and individual performance, compared to other executives and the external market | •Attract and retain talent •Recognize career experience and individual performance •Provide a competitive salary •Recognize internal relationship between pay and responsibility by level | | Annual Incentive Compensation | Performance-based annual incentive bonuses | Tied to level of achievement of operational objectives and individual performance objectives | •Promote and reward achievement of MP’s annual operational objectives and individual performance contribution •Align executive interests with stockholder interests •Retain talent | | Long-Term Incentives | Annual grants of restricted stock units with multi-year vesting | Directly linked with long-term financial and stock price performance | •Align executive interests with stockholder interests •Attract and retain talent | | | Annual grants of restricted stock units with three-year performance periods | Directly linked with Total Shareholder Return, which is measured over a three-year performance period relative to the S&P 400 Index and S&P 400 Materials Index, which is weighted equally. | |

  17. Elements of Compensation

    In connection with evaluating the base salaries of the named executive officers, the Compensation Committee reviewed a report produced by Exequity regarding the base salaries of companies in its peer group. The base salaries approved by the Compensation Committee were below the median base salaries paid to equivalent named executive officers in the peer group. Effective as of January 1, 2025, the Compensation Committee increased the base salaries of each of the named executive officers as follows:

  18. Elements of Compensation

    Annual Incentive Compensation We intend that our annual incentive compensation paid to our named executive officers will reward them for the achievement of successful strategic, and operational performance. The 2024 Annual Incentive Plan measures and rewards our named executive officers based on a formula directly linked to (i) production measures based on REO production; (iii) Commercial Grade NdPr Oxide Production; and (iv) personal performance. It is the perspective of the Company and the Compensation Committee that an objective annual incentive system provides clarity for the senior executive team regarding their focus and rewards and encourages the attainment of “stretch” performance objectives by providing a clearly defined upside in the incentive plan design. The 2024 Annual Incentive Plan approved by the Compensation Committee established a clearly defined annual incentive opportunity for all of our named executive officers. The objectives included: •Creating a clearly defined target bonus opportunity for our named executive officers, which we believe enhances motivation and competitiveness with the external market; •Providing well-defined upside opportunities, to encourage stretch performance beyond the annual operating plans; •Articulating threshold levels of performance, below which no incentive payouts would be made; and •Clearly aligning pay with performance. Specifically, our annual bonuses for the named executive officers for 2024 were based on a formula using objective factors. Each executive had a defined bonus target as a percentage of salary, and the final bonus payable at the end of the year was determined based on REO production, Commercial Grade NdPr Oxide production, and personal performance at year-end, compared to the targets set by the Compensation Committee, subject to reduction based on the Compensation Committee’s discretion. The upside potential for the quantitative performance goals was up to 200% of target bonus opportunity for each of named executive officers for superior performance, with the potential to earn zero for underperformance relative to the stated performance objective. For 2024, the specific award opportunities at threshold, target and maximum performance for each named executive officer were as follows:

  19. Elements of Compensation

    | Name | Bonus | | | James H. Litinsky | | 2,047,500 | | Ryan Corbett | | 1,137,500 | | Michael Rosenthal | | 1,225,000 | | Elliot D. Hoops | | 962,500 |

  20. Elements of Compensation

    Long-Term Incentives We believe that awards of equity to our named executive officers provide a valuable incentive for them and help align their interests with the interests of our stockholders for periods of time longer than one fiscal year. In 2024, the Compensation Committee determined that the long-term incentive plan shall consist of (i) 50% in restricted stock units that vest over four years and (ii) 50% that consist of restricted stock units with performance conditions. Restricted stock units help align pay with performance as their value fluctuates with changes in the share price over time. Restricted stock units also maintain some value in difficult economic environments and, therefore, meet our objectives of retaining executive talent and maintaining effective incentives during difficult economic environments. In addition, we granted all of our executive officers restricted stock units with performance conditions that measure Total Shareholder Return (“TSR”) achievement, which is measured over a three-year performance period relative to the S&P 400 Index and S&P 400 Materials Index, which are weighted equally. These performance-based restricted stock units are intended to provide incentive compensation that is tied to achieving our long-term financial growth objectives and for achieving superior shareholder returns relative to companies in S&P 400 Index and S&P 400 Materials Index. Such shares of restricted stock units provide the executive officers with the ability to receive a number of shares of MP common stock, subject to the Company achieving specified performance criteria. In 2024, we granted our executive officers the following restricted stock units and restricted stock units with performance conditions:

  21. Elements of Compensation

    | Name | Dollar Value of Restricted Stock Units | | Number of Restricted Stock Units | Dollar Value of Restricted Stock Units with Performance Conditions | | Number of Restricted Stock Units with Performance Conditions | | James H. Litinsky | | 1,250,000 | 70,264 | | 1,250,000 | 70,264 | | Ryan Corbett | | 700,000 | 39,347 | | 700,000 | 39,347 | | Michael Rosenthal | | 750,000 | 42,158 | | 750,000 | 42,158 | | Elliot D. Hoops | | 462,500 | 25,997 | | 462,500 | 25,997 |

  22. Elements of Compensation

    | Relative TSR Ranking | Payout Percentage | | 75th Percentile and above | 200% | | 50% Percentile | 100% | | 25th Percentile | 50% | | Below 25th Percentile | 0% |

  23. Elements of Compensation

    As of December 31, 2024, based on the initial one-year performance period relative to the S&P 400 Index and S&P Material Index, the payout multiplier that would be 87.97% of the target share units granted in 2024. As discussed above, the performance period is a three-year performance period, so the ultimate payout will be determined at the end of the three performance period. In 2023, we granted our executive officers the same mix of equity awards: 50% of time based restricted stock units that vest over four years; and (b) restricted stock units with performance conditions based on TSR achievement, which is measured over a three year performance period relative to the S&P 400 Index and S&P Materials Index, which are weighted equally. As discussed in prior year’s proxy statement, the first grant of restricted stock units with performance conditions was made in 2023. The performance period is from January 1, 2023 through December 31, 2025. As of December 31, 2024, there would be an overall payout of 0.00% of the target share units granted in 2023. As a result, 50% of the equity awards for 2023, there would be 0% payout, which aligns the compensation of the executive officers directly with stockholders over this period of time. The performance period is a three-year performance period, so the ultimate payout will be determined at the end of the three performance period. Stock Ownership Guidelines The Board of Directors has adopted stock ownership guidelines for its executive officers. Pursuant to its stock ownership guidelines, the Company’s executive officers are required to own the following shares of MP common stock by the end of the fifth year that the person was appointed to his position.

  24. Elements of Compensation

    The following interests count toward the targeted ownership: (1) shares of common stock owned outright; (2) shares held in trust for the benefit of the executive officer or such person’s family; (3) shares of unvested time-based restricted stock; and (4) unvested time-based restricted stock units. As of the date of this Proxy Statement, each of the named executive officers exceeded the targeted ownership pursuant to the stock ownership guidelines. Each executive officer exceeds the targeted ownership in the Stock Ownership Guidelines. Agreements with Named Executive Officers In November 2021, the Company entered into employment agreements, effective as of January 1, 2022, with Messrs. Litinsky, Corbett, Rosenthal and Hoops. For further details regarding these agreements, see the “Employment Agreements” section beginning on page 46 of this Proxy Statement. Hedging, Margin Accounts and Pledging MP Materials Common Stock The Company’s insider trading plan prohibits executive officers and directors from hedging their ownership of MP common stock, including transactions in puts, calls, or other derivative instruments related to MP common stock. In addition, the Company’s insider trading plan prohibits executive officers and directors from placing shares of MP common stock in margin accounts and pledging shares of MP common stock without prior approval of the Board. Risk Assessments With respect to risk related to compensation matters, the Compensation Committee considers, in establishing and reviewing the Company’s executive compensation program, whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. Executives’ base salaries are fixed in amount and thus do not encourage risk-taking. Bonuses are capped and are tied to the Company’s overall corporate performance. A portion of compensation provided to the executive officers is in the form of restricted stock units and restricted stock units with performance conditions that are important to help further align executives’ interests with those of the Company’s stockholders. The Compensation Committee believes that these time-based restricted stock units do not encourage unnecessary or excessive risk-taking, as the value of these equity awards fluctuate dollar for dollar with the Company’s stock price and do not represent inappropriate downward/upward risk and reward. In addition, the Compensation Committee believes that the restricted stock units with performance conditions do not encourage risk taking given that it is directly linked with TSR, which is measured over a three-year performance period relative to the S&P 400 Index and S&P 400 Materials Index. Recovery of Incentive Compensation Policy The Board has adopted a policy on recovery of incentive compensation in the event of a financial restatement, also known as a “clawback policy.” The policy provides that the Compensation Committee may take any action to recover all or a portion of any excess incentive compensation paid to an executive officer provided that (1) there is a restatement of the Company’s financial statements for the fiscal year for incentive-based compensation was paid, and (2) the Compensation Committee determines that the executive officer has received an excess incentive-based compensation for the relevant fiscal year. For purposes of the policy, “incentive-based compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a “financial reporting measure,” which means a measure that is determined and presented in accordance with GAAP which are used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures for this purpose. Retirement and Welfare Benefits The named executive officers are eligible to participate in all of the Company’s normal retirement and welfare programs on the same terms as generally available to substantially all of our full-time employees. These include a 401(k) plan and matching contributions, health and disability insurance coverage, and group life insurance programs. In addition, the Company’s named executive officers are covered by the Company’s general health plan applicable to all of the Company’s employees. Consideration of Say-on-Pay Vote Results At the 2024 annual meeting of stockholders, the stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, by 71% of votes cast, excluding abstentions and broker non-votes. The Compensation Committee reviewed and considered the final vote results for that resolution, and the Compensation Committee determined that it was necessary to update the peer group for 2025 in connection with future executive compensation decisions. In addition, the Compensation Committee determined that the Company would provide enhanced disclosures regarding the Company’s Long-Term Incentive Plan, specifically, the restricted stock units with performance conditions. These decisions were made based on our discussions with investors in 2024 and 2025 since the 2024 annual meeting of stockholders. In 2024 and 2025, the Company continued its long-standing practice of detailed, frequent communication and discussion with stockholders, including outreach to most of our top 20 stockholders regarding executive compensation and corporate governance issues as well as typical investor relations matters. The Company continues to hold quarterly conference calls in which management limits its prepared remarks in favor of creating an open forum to allow stockholders and analysts to ask questions. The Company also continues to provide financial and other disclosure beyond that which is required by the SEC on matters such as management’s views on Company performance, industry trends and pending legislation. Further, members of the Company’s senior management team maintain an active schedule of participation at institutional investor conferences, stockholder meetings and management staffed tours of our Mountain Pass Facility. These outreach efforts provide investors and prospective investors with constructive forums to discuss a wide variety of important subjects with management, including executive compensation, and provide useful feedback for management. We believe our discussions with investors have been especially important with regards to our compensation program. For instance, based in part on our dialogue with stockholders, the Company has implemented performance share programs for the Company’s executive officers, which contain performance-based vesting for a meaningful portion of equity awards. We have determined that our stockholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. Accordingly, our Board recommends that you vote “FOR” Proposal 2 at the Annual Meeting. For more information, see “Proposal No. 2—Advisory vote to approve the compensation paid to the Company’s Named Executive Officers.”

  25. 2024 Summary Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | James H. Litinsky | 2024 | 900,000 | — | 3,083,184 | 2,047,500 | 13,800 | 6,044,484 | | Chairman of the Board and Chief Executive Officer | 2023 | 750,000 | — | 2,140,521 | 1,332,606 | — | 4,223,127 | | | 2022 | 600,000 | — | — | 999,032 | — | 1,599,032 | | Ryan Corbett | 2024 | 650,000 | — | 1,726,546 | 1,137,500 | 13,800 | 3,527,846 | | Chief Financial Officer | 2023 | 550,000 | — | 1,822,790 | 751,726 | 13,200 | 3,137,716 | | | 2022 | 425,000 | — | 1,904,857 | 707,647 | 4,000 | 3,041,504 | | Michael Rosenthal | 2024 | 700,000 | — | 1,849,893 | 1,225,000 | 13,800 | 3,788,693 | | Chief Operating Officer | 2023 | 600,000 | — | 1,949,876 | 820,065 | 13,200 | 3,383,141 | | | 2022 | 425,000 | — | 280,980 | 707,647 | 4,000 | 1,417,627 | | Elliot D. Hoops | 2024 | 550,000 | — | 1,140,748 | 962,500 | 13,800 | 2,667,048 | | General Counsel and Secretary | 2023 | 500,000 | — | 1,268,510 | 683,388 | 13,200 | 2,465,098 | | | 2022 | 400,000 | — | 805,616 | 666,021 | 4,000 | 1,875,637 | | (1) The value in this column reflects the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) for stock awards granted during 2024. Assumptions used in the calculation of these amounts are described in footnotes 2 and 17 to the Company’s audited financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. | | | | | | | | | (2) The amount in this column for each of the named executive officers includes the bonus that he earned based on the achievement of pre-established performance targets. For a more detailed discussion of these bonuses, see the “—Compensation Discussion and Analysis—Elements of Compensation” section above. | | | | | | | | | (3) For Messrs. Litinsky, Corbett, Rosenthal and Hoops, All Other Compensation in 2024 consisted of $13,800 in matching 401(k) contributions. | | | | | | | |

  26. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards to each of the named executive officers in 2024. The 2024 equity grants were granted under the Company’s 2020 Stock Incentive Plan.

  27. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Award Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James H. Litinsky | — | — | 585,000 | 1,170,000 | 2,340,000 | | | | | | | | 01/12/2024(4) | 11/01/2023 | | | | 35,132 | 70,264 | 140,528 | | 1,833,188 | | | 01/12/2024(5) | 11/01/2023 | | | | | | | 70,264 | 1,249,997 | | Ryan Corbett | — | — | 325,000 | 650,000 | 1,300,000 | | | | | | | | 01/12/2024(4) | 11/01/2023 | | | | 19,673 | 39,347 | 78,694 | | 1,026,563 | | | 01/12/2024(5) | 11/01/2023 | | | | | | | 39,347 | 699,983 | | Michael Rosenthal | — | — | 350,000 | 700,000 | 1,400,000 | | | | | | | | 01/12/2024(4) | 11/01/2023 | | | | 21,079 | 42,158 | 84,316 | | 1,099,902 | | | 01/12/2024(5) | 11/01/2023 | | | | | | | 42,158 | 749,991 | | Elliot D. Hoops | — | — | 275,000 | 550,000 | 1,100,000 | | | | | | | | 01/12/2024(4) | 11/01/2023 | | | | 12,998 | 25,997 | 51,994 | | 678,262 | | | 01/12/2024(5) | 11/01/2023 | | | | | | | 25,997 | 462,487 | | (1) As discussed in the “Compensation Discussion and Analysis” section above, the following bonuses were awarded under the 2024 Annual Incentive Plan adopted pursuant to the 2020 Stock Incentive Plan: (i) Mr. Litinsky received a bonus of $2,047,500; (ii) Mr. Corbett received a bonus of $1,137,500; (iii) Mr. Rosenthal received a bonus of $1,225,000; and (iv) Mr. Hoops received a bonus of $962,500. | | | | | | | | | | | | (2) On January 12, 2024, the named executive officers received grants of shares of restricted stock units with performance conditions at target amounts shown above, which were also issued at the target amounts shown above. | | | | | | | | | | | | (3) Represents the full grant date fair value of awards under ASC 718. Generally, the full grant date fair value is the amount the Company expenses in its financial statements over the award’s vesting period. The equity awards made to the named executive officers consisted of restricted stock units as well as restricted stock units with performance conditions. | | | | | | | | | | | | (4) Represents restricted stock units with performance conditions that cliff vest in one installment on January 1, 2027. | | | | | | | | | | | | (5) Represents restricted stock units that vest in four annual installments beginning on January 12, 2025. | | | | | | | | | | |

  28. 2024 Outstanding Equity Awards at Fiscal Year End

    2024 Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning equity awards outstanding as of December 31, 2024, for the named executive officers:

  29. 2024 Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards (1) | | | | | Name | Number of Shares or Units Held that Have Not Vested (#) | Market Value of Shares or Units Held that Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Held that Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned, Shares, Units or Other Rights Held that Have Not Vested ($) (2) | | James H. Litinsky | 200,000(4) | 3,120,000 | | | | | 15,873(5) | 247,619 | | | | | 105,264(6) | 1,642,118 | | | | | | | 9,559(7) | 149,120 | | | | | 35,132(8) | 548,059 | | Ryan Corbett | 288(9) | 4,493 | | | | | 17,838(10) | 278,273 | | | | | 12,698(5) | 198,089 | | | | | 74,347(6) | 1,159,813 | | | | | | | 7,647(7) | 119,293 | | | | | 19,673(8) | 306,899 | | Michael Rosenthal | 698(9) | 10,889 | | | | | 13,969(5) | 217,916 | | | | | 77,158(6) | 1,203,665 | | | | | | | 8,412(7) | 131,227 | | | | | 21,079(8) | 328,832 | | Elliot D. Hoops | 9,107(11) | 142,069 | | | | | 6,601(10) | 102,976 | | | | | 9,523(5) | 148,559 | | | | | 45,997(6) | 717,553 | | | | | | | 5,735(7) | 89,466 | | | | | 12,998(8) | 202,769 | | (1) The stock awards consist of grants of restricted stock units and restricted stock units with performance conditions which were granted under the 2020 Stock Incentive Plan. | | | | | | (2) Calculated based on the closing price of $15.60 for the Company’s common stock on December 31, 2024, which was the last trading day of 2024. | | | | | | (3) The number of shares of restricted stock units with performance conditions shown above is based on achieving the threshold performance goals as set forth in the equity incentive plan. | | | | | | (4) The award vests in one installment on November 18, 2025. | | | | | | (5) The award vests in three installments on January 13, 2025, January 13, 2026, and January 13, 2027. | | | | | | (6) The award vests in four installments on January 12, 2025, January 12, 2026, January 12, 2027, and January 12, 2028. | | | | | | (7) The award cliff vests in one installment on January 1, 2026, with the number of awards granted subject to the achievement of the performance conditions and based on achieving threshold performance goals. | | | | | | (8) The award cliff vests in one installment on January 1, 2027, with the number of awards granted subject to the achievement of the performance conditions and based on achieving threshold performance goals. | | | | | | (9) The award vests in one installment on March 16, 2025. | | | | | | (10) The award vests in two installments on January 14, 2025, and January 14, 2026. | | | | | | (11) The award vests in one installment on May 17, 2025. | | | | |

  30. 2024 Stock Vested

    2024 Stock Vested The following table sets forth information concerning stock awards that vested during the year ended December 31, 2024. None of the executive officers of the Company have been granted options by the Company and therefore did not exercise any options.

  31. 2024 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James H. Litinsky | 205,291 | 3,764,127 | | Ryan Corbett | 43,441 | 786,391 | | Michael Rosenthal | 630,557 | 10,980,439 | | Elliot D. Hoops | 15,583 | 281,411 |

  32. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following tables describe and quantify the compensation that would become payable in the event of a termination of a named executive officer’s employment under several different circumstances or a change in control. The amounts shown are estimates of amounts that would be paid to the named executive officers assuming that such termination or change in control was effective as of December 31, 2024, and include amounts earned through such time and are based (where applicable) on the closing price of the Company’s common stock on December 31, 2024, the last trading day of 2024, which was $15.60 per share. The actual amounts to be paid can only be determined at the time of such named executive officer’s separation from the Company and/or change in control.

  33. CEO Pay Ratio

    CEO Pay Ratio We calculated our CEO Pay Ratio, or the ratio of the pay of Mr. Litinsky, our Chief Executive Officer in 2024, to that of our median employee, as permitted under SEC rules. We identified our median employee using payroll compensation consistent with what is reported on each employee’s W-2, Box 1 as of October 31, 2024, for all individuals, excluding our Chief Executive Officer, who were employed by us on such date. We measured total annual compensation based on the 26 bi-weekly pay periods between November 1, 2023, and October 31, 2024. We did not make any assumptions or estimates with respect to total annual compensation. We selected the median employee from that group for purposes of preparing the ratio of Chief Executive Officer pay to median employee pay. We then calculated the compensation for our median employee based upon the same components of compensation used to determine Mr. Litinsky’s pay for purposes of Summary Compensation Table disclosure. Mr. Litinsky’s total annual compensation for 2024 was $6,044,484 as disclosed in the Summary Compensation Table above. Mr. Litinsky’s compensation in 2024 consisted of annual base salary, equity awards and a performance-based bonus. Our median employee’s total annual compensation for 2024 was $92,627. Based upon the calculation of compensation for both Mr. Litinsky and our median employee, the ratio of Chief Executive Officer pay to median employee pay for 2024 is 63:1. We believe that the CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  34. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  35. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | | Average Compensation Actually Paid to Non-PEO NEOs (4) | | Value of Initial Fixed $100 Investment Based On: | | | | Net Income (Loss) (Thousand) (7) | | | | | | | | | | | | Total Shareholder Return (5) | | Peer Group Total Shareholder Return (6) | | | | | (a) | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | | 2024 | | 6,044,484 | | 3,771,353 | | 3,327,863 | | 2,037,154 | | 103.38 | | 147.47 | | (65,424) | | 2023 | | 4,223,127 | | 129,911 | | 2,995,319 | | 2,235,982 | | 131.54 | | 172.07 | | 24,307 | | 2022 | | 1,599,032 | | (13,632,968) | | 2,111,590 | | (6,446,895) | | 160.90 | | 165.18 | | 289,004 | | 2021 | | 34,832,000 | | 36,336,000 | | 984,079 | | 6,001,970 | | 300.99 | | 169.20 | | 135,037 | | 2020 | | — | | — | | 10,320,082 | | 21,065,164 | | 213.19 | | 111.57 | | (21,825) |

  36. Pay Versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Litinsky (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. In 2021, the compensation paid to Mr. Litinsky consisted of only 800,000 restricted stock units that vest over four years. Refer to “Compensation Tables – Summary Compensation Table.” In 2020, Mr. Litinsky did not receive any compensation. (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Litinsky, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Litinsky during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Litinsky’s total compensation for each year to determine the compensation actually paid:

  37. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | | Reported Value of Equity Awards (a) | | Equity Award Adjustments (b) | | Compensation Actually Paid to PEO | | | 2024 | | 6,044,484 | | 3,083,184 | | 810,053 | | 3,771,353 | | 2023 | | 4,223,127 | | 2,140,521 | | (1,952,695) | | 129,911 | | 2022 | | 1,599,032 | | — | | (15,232,000) | | (13,632,968) | | 2021 | | 34,832,000 | | 34,832,000 | | 36,336,000 | | 36,336,000 | | 2020 | | — | | — | | — | | — |

  38. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  39. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in Applicable Year that are Outstanding and Unvested | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Total Equity Award Adjustments | | | 2024 | | 2,424,811 | | (1,303,859) | | (310,899) | | 810,053 | | 2023 | | 1,439,305 | | (1,772,000) | | (1,620,000) | | (1,952,695) | | 2022 | | — | | (12,684,000) | | (2,548,000) | | (15,232,000) | | 2021 | | 36,336,000 | | — | | — | | 36,336,000 | | 2020 | | — | | — | | — | | — |

  40. Pay Versus Performance

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Mr. Litinsky) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Litinsky) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, 2023, and 2022, Ryan Corbett, Michael Rosenthal and Elliot D. Hoops; (ii) for 2021, Ryan Corbett, Michael Rosenthal, Elliot D. Hoops and Sheila Bangalore; and (iii) for 2020, Ryan Corbett, Michael Rosenthal and Sheila Bangalore. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Litinsky), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Litinsky) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Litinsky) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  41. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | | Average Reported Value of Equity Awards | | Average Equity Award Adjustments (a) | | Average Compensation Actually Paid to Non-PEO NEOs | | | 2024 | | 3,327,863 | | 1,572,396 | | 281,687 | | 2,037,154 | | 2023 | | 2,995,319 | | 1,680,392 | | 921,055 | | 2,235,982 | | 2022 | | 2,111,590 | | 997,151 | | (7,561,334) | | (6,446,895) | | 2021 | | 984,079 | | 482,699 | | 5,500,590 | | 6,001,970 | | 2020 | | 10,320,082 | | 9,655,719 | | 20,400,801 | | 21,065,164 |

  42. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  43. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in Applicable Year that are Outstanding and Unvested | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Total Equity Award Adjustments | | | 2024 | | 1,236,631 | | (408,297) | | — | | (546,647) | | 281,687 | | 2023 | | 1,161,355 | | (1,051,459) | | — | | 811,159 | | 921,055 | | 2022 | | 395,594 | | (7,244,572) | | 234,150 | | (946,506) | | (7,561,334) | | 2021 | | 458,481 | | 4,751,757 | | 113,902 | | 176,450 | | 5,500,590 | | 2020 | | 19,441,468 | | — | | 959,333 | | — | | 20,400,801 |

  44. Pay Versus Performance

    (5) The dollar amounts reported in column (f) represent Cumulative TSR as calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) The dollar amounts reported in column (g) represent the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose consisted of the following companies: Alcoa Corporation, Alpha Metallurgical Resources, Inc., Ashland Global Holdings Inc., Axalta Coating Systems Ltd., Cabot Corporation, The Chemours Company, Commercial Metals Company, Compass Minerals International, Inc., Element Solutions Inc., Hecla Mining Company, Materion Corporation, The Mosaic Company, Inc., Olin Corporation, and Quaker Chemical Corporation. Effective December 31, 2024, the Company revised its peer group to ensure the peer group closely aligns with the Company’s market capitalization and line of business. The 2024 peer group consisted of the following companies: Alcoa Corporation, Alpha Metallurgical Resources, Inc., Ashland Inc., Axalta Coating Systems Ltd., Cabot Corporation, Commercial Metals Company, Compass Minerals International, Inc., Element Solutions Inc., Hecla Mining Company, Olin Corporation, Quaker Chemical Corporation, Materion Corporation, The Chemours Company and The Mosaic Company. Below is a comparison of the Company’s TSR to that of both the 2024 and the 2025 peer group:

  45. Pay Versus Performance

    | Year | Value of Initial Fixed $100 Investment Based On: | | | | | | | | Total Shareholder Return | | 2024 Peer Group Total Shareholder Return | | 2025 Peer Group Total Shareholder Return | | | 2024 | | 103.38 | | 161.46 | | 147.47 | | 2023 | | 131.54 | | 186.27 | | 172.07 | | 2022 | | 160.90 | | 180.34 | | 165.18 | | 2021 | | 300.99 | | 170.93 | | 169.20 | | 2020 | | 213.19 | | 112.07 | | 111.57 |

  46. Pay Versus Performance

    (7) The dollar amounts reported in column (h) represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. As discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement, while we utilize performance measures to align executive compensation with company performance, these measures are focused on production volume and are non-financial in nature. As of 2024, we do not use any financial performance measures to link compensation actually paid to the PEO and our other named executive officers to the Company’s performance. Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes performance measures to align certain elements of executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The following graphs further illustrate the relationship between the pay and performance figures that are included in the Pay versus Performance tabular disclosure above. As noted above, the compensation actually paid amounts for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The first graph illustrates the relationship between compensation actually paid to the Company’s Cumulative TSR. Compensation Actually Paid and Net Income (Loss) The following graph illustrates the relationship between the compensation actually paid amounts to the Company’s net income (loss). Cumulative TSR of the Company and Cumulative TSR of the Company’s 2024 and 2025 Peer Groups The following graph illustrates the Company’s Cumulative TSR and the Cumulative TSR of the Company’s 2024 and 2025 peer groups beginning on November 18, 2020 (which was our first trading day in 2020) and the past five years. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to Note 6 to the Pay Versus Performance table above.