Arnold Donald
MP Materials Corp. / DEAbout Arnold W. Donald
Arnold W. Donald, age 70, is an independent Class III director of MP Materials, serving since 2023 with a current term expiring at the 2026 annual meeting. He is the former President and CEO of Carnival Corporation & plc (2013–2022) and currently serves on the boards of Bank of America (since 2013), Salesforce (since Jan 2023), and GE Vernova (since Apr 2024). He holds a B.A. in economics (Carleton College), a B.S. in mechanical engineering (Washington University in St. Louis), and an MBA (University of Chicago Booth). The Board has determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnival Corporation & plc | President & CEO; Director | CEO: Jul 2013–Aug 2022; Director: 2001–2022 | Led a complex, regulated global consumer/travel business; significant public company leadership |
| The Executive Leadership Council | President & CEO | Nov 2010–Jun 2012 | Non-profit leadership focused on advancing Black executives |
| Juvenile Diabetes Research Foundation International | President & CEO | Jan 2006–Feb 2008 | Global health non-profit leadership |
| Merisant | Chairman & CEO; Chairman | CEO/Chair: 2000–2003; Chairman through 2005 | Consumer products operations and restructuring experience |
| Monsanto | Multiple senior leadership roles | ~20+ years | President, Agricultural Group; President, Nutrition & Consumer Sector; extensive operating experience |
External Roles
| Company | Role | Since/Through | Notes/Interlocks |
|---|---|---|---|
| Bank of America (NYSE: BAC) | Director | Since 2013 | Large-cap financial institution oversight experience |
| Salesforce (NYSE: CRM) | Director | Since Jan 2023 | Enterprise software governance exposure |
| GE Vernova (NYSE: GEV) | Director | Since Apr 2024 | Energy/industrial governance exposure |
| Crown Holdings (NASDAQ: CCK) | Director (prior) | 1999–2019 | Packaging industry board experience |
| Carnival Corporation & plc (NYSE: CCL) | Director (prior) | 2001–2022 | Interlock note: Current MP director Randall Weisenburger is Presiding/Senior Independent Director at CCL |
Board Governance
- Independence: The Board determined Mr. Donald is independent under NYSE rules; he serves on MP’s Compensation Committee.
- Committee assignments (2024): Compensation Committee member (Chair: Andrew A. McKnight); 4 meetings in 2024.
- Attendance: In 2024, the Board met 8 times; each director attended at least 75% of Board and relevant committee meetings.
- Board tenure and classification: Class III; Director since 2023; term expires at 2026 annual meeting.
- Presiding (Lead) Director: Randall J. Weisenburger; responsibilities include leading executive sessions, agenda approval with Chair/CEO, CEO performance/succession discussions, and shareholder liaison.
- Executive sessions: Independent directors hold regularly scheduled sessions without management.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board cash fees | $105,000 | Base $100,000 Board retainer plus $5,000 Compensation Committee member fee (committee retainers per policy) |
| Equity – RSUs (grant date fair value) | $135,000 | Annual director RSU award; vests at earlier of 1-year anniversary or next annual meeting; settlement generally deferred until specified events (incl. 5th June 15 after vest, change in control, or separation) |
| Total | $240,000 | Sum of cash and equity grant-date value |
Director compensation framework (for context): Annual Board retainer $100,000; committee member retainers: Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $5,000; chair premiums: Audit $15,000, Compensation $10,000, Nominating $7,500; annual RSU $135,000; optional deferral of cash fees into stock-settled DSUs.
Performance Compensation
- Directors at MP do not receive performance-based bonuses or options; director equity is time-based RSUs with deferred delivery features, not tied to performance metrics.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Bank of America (since 2013); Salesforce (since Jan 2023); GE Vernova (since Apr 2024) |
| Prior public boards | Carnival Corporation & plc (2001–2022); Crown Holdings (1999–2019) |
| Interlocks | MP director Randall J. Weisenburger is Presiding/Senior Independent Director at Carnival; Mr. Donald was CEO and director at Carnival through 2022, indicating a historical network tie (not a related-party transaction at MP). |
Expertise & Qualifications
- Public company leadership: Former CEO of Carnival; extensive board experience across large-cap financial, software, industrial, and consumer sectors.
- Operating/regulated markets: Led businesses in regulated consumer and distribution sectors; senior roles at Monsanto across agriculture and consumer nutrition.
- Financial and governance literacy: Board skills matrix includes accounting/auditing, capital management, governance leadership, regulatory/risk management; MP Board tenure 2 years; age 70.
- Education: BA Economics (Carleton College); BS Mechanical Engineering (Washington University in St. Louis); MBA (Chicago Booth).
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (4/14/2025) | 17,132 shares (comprised of RSUs), less than 1% of outstanding shares |
| Director ownership guidelines | Non-employee directors must hold shares equal to 5x annual cash retainer within 5 years; retain at least 50% of net shares until compliant. Mr. Donald joined in 2023, implying a window to 2028 for compliance. |
| Hedging/pledging | Hedging prohibited; pledging or margin accounts prohibited without Board approval. No pledging by Mr. Donald disclosed. |
Governance Assessment
- Committee role and independence: As an independent member of the Compensation Committee, Mr. Donald participates in oversight of executive pay; the committee uses an independent consultant (Exequity) and disclosed no consultant conflicts, supporting pay governance rigor.
- Attendance/engagement: Board met 8 times in 2024; every director attended at least 75% of Board and relevant committees; all directors attended the 2024 annual meeting—signals adequate engagement.
- Ownership alignment: Current beneficial ownership is de minimis (RSUs only), but the director ownership guideline (5x retainer) and prohibition on hedging/pledging support alignment over the five-year compliance window (through 2028 for Mr. Donald).
- Related-party/conflicts: The proxy discloses related-party items (e.g., Shenghe agreements, VREX investment/exit, aircraft arrangements with the CEO), but none involve Mr. Donald. Audit Committee reviews related-party transactions under a formal policy.
- Shareholder sentiment signal: 2024 Say-on-Pay passed with 71% support; while not director pay, it indicates moderate investor scrutiny of compensation, which the committee addressed via peer group refresh and enhanced LTI disclosure—areas in which Mr. Donald’s committee participates.
RED FLAGS: None specific to Mr. Donald identified in the latest proxy (no related-party transactions, no attendance issues, independence affirmed). Monitoring item: multiple large-cap board commitments (BAC, CRM, GEV) can raise investor attention on time commitments, though he is not a sitting CEO.