Andrew McKnight

About Andrew A. McKnight

Andrew A. McKnight (age 47) is an independent director of MP Materials and serves as Co‑Chief Executive Officer and Managing Partner of Fortress Investment Group LLC. He has approximately 4 years of tenure on MP’s board, with a background in leveraged finance, distressed debt, and hedge fund investing. He holds a B.A. in Economics from the University of Virginia and sits on multiple advisory and policy boards, bringing financial and capital markets expertise to MP’s board governance .

Past Roles

External Roles

Board Governance

• Independence: The Board determined McKnight qualifies as an “independent director” under NYSE rules; Compensation Committee members (including McKnight) meet independence standards .
• Committee roles: McKnight chairs the Compensation Committee; he is not listed on the Audit or Nominating & Corporate Governance Committees .
• Committee membership and meetings (2024):
  • Audit: Chair Weisenburger; 5 meetings .
  • Compensation: Chair McKnight; 4 meetings .
  • Nominating & Corporate Governance: Chair Duckworth; 3 meetings .
• Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting; independent directors hold regular executive sessions chaired by the Presiding Director .
• Board structure: Classified board (three classes, staggered three‑year terms); Chairman and CEO roles combined with Litinsky; Board cites strong Presiding Director oversight as balance .

Fixed Compensation

Director fee schedule (applies to non‑employee directors in 2024):

• Annual Board cash retainer: $100,000
• Compensation Committee member cash retainer: $5,000
• Compensation Committee chair cash retainer: $10,000
• Annual RSU award: $135,000 (grant‑date fair value under ASC 718)

Performance Compensation

• Deferral option: Non‑employee directors may defer cash retainers into stock‑settled deferred stock units, delivered on the same schedule as vested RSUs (earlier of five‑year date, change in control, or separation) .

Other Directorships & Interlocks

• The 2025 proxy biography enumerates external advisory and policy boards but does not list any current public company directorships for McKnight beyond MP; the board skills matrix reflects “Other Recent Public Board Experience” generally, but no specific public boards are disclosed for McKnight in the biography section .

Expertise & Qualifications

• Financial expertise, capital management, investment markets, corporate governance leadership; independence affirmed by the Board .
• Age: 47; MP Board tenure: ~4 years .
• Background spans leveraged finance, distressed debt trading, hedge fund investing, and executive leadership at Fortress .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must own stock (or equivalents) equal to at least 5x the annual cash retainer within five years; until met, must retain at least 50% of net shares from vesting/exercise. The Compensation Committee reviews these guidelines periodically .
• Hedging/pledging: Company policy prohibits hedging and pledging of company securities absent Board approval; holding in margin accounts is prohibited without approval .

Governance Assessment

• Strengths:
  • Independent director chairing the Compensation Committee; committee has authority to retain independent advisors and must assess advisor independence under NYSE/SEC standards .
  • Clear director compensation structure with meaningful equity component and long‑dated settlement, supporting alignment and retention .
  • Board‑level policies on independence, related‑person transactions, and prohibitions on hedging/pledging enhance governance quality .
  • Attendance commitments met; independent director executive sessions held, indicating active oversight culture .
  • Shareholder support: 2025 say‑on‑pay advisory vote passed with 79,842,572 for vs. 8,432,222 against (594,279 abstentions; 32,745,279 broker non‑votes), signaling acceptable pay practices to investors .
• Monitoring considerations:
  • Combined Chair/CEO structure persists; the Board cites Presiding Director oversight as counterbalance—investors typically monitor effectiveness of this balance over time .
  • McKnight’s senior role at Fortress implies market connectivity; while the Board affirmed his independence and the Audit Committee reviews related‑person transactions, investors may monitor for any future Fortress‑related dealings with MP and the company’s adherence to its related‑party policy .

Compensation Committee Analysis

• Members: Andrew A. McKnight (Chair), Arnold W. Donald, Randall J. Weisenburger; all independent and “non‑employee directors” under Rule 16b‑3 .
• Authority & process: Sole authority to retain compensation consultants and other advisors; must assess advisor independence per NYSE/SEC rules .
• Interlocks: No compensation committee interlocks or insider participation disclosed for 2024 (no MP executive sat on another entity’s comp committee where reciprocal interlocks would exist) .

Related‑Party Transactions & Conflicts

• Policy: Written Related Person Transaction Policy requires Audit Committee or disinterested directors to review and approve/ratify transactions above $120,000 involving directors/executives, 5% owners, their immediate families, or entities they control (≥10% interest), considering conflict, market terms, business rationale, and investor materiality; may impose conditions or prohibit transactions inconsistent with stockholder interests .
• Disclosure: In the cited sections, no specific related‑person transaction involving McKnight is disclosed; independence determinations considered his relationships and beneficial ownership .

Director Compensation Detail (Program Terms)

Say‑on‑Pay & Shareholder Feedback

• Director elections (2025): Three Class II directors were elected; McKnight’s term continued post‑meeting (he was not up for election in 2025) .

RED FLAGS

• None disclosed specific to McKnight: no attendance shortfalls (≥75% across the board), no related‑party transaction disclosure in cited sections, and independence affirmed .
• Structural risk to monitor: Combined Chair/CEO structure (company cites Presiding Director oversight); investors may continue to assess board independence and effectiveness in compensation oversight under McKnight’s chairmanship .

Overall: McKnight’s capital markets and compensation oversight experience, independent status, and equity‑linked director pay with long‑dated settlement support alignment. Continued monitoring is warranted for any future Fortress‑related dealings and the effectiveness of oversight within a combined Chair/CEO structure .