Connie Duckworth
MP Materials Corp. / DEAbout Connie K. Duckworth
Connie K. Duckworth, age 70, is an independent director of MP and has served on the Board since 2020. She is a former Partner and Managing Director at Goldman Sachs, the firm’s first female sales and trading partner, and holds an MBA from Wharton and a BA from the University of Texas at Austin . The Board has determined she is independent under NYSE rules and serves on the Audit Committee and chairs the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner & Managing Director; first female sales & trading partner | 20-year career; Partner in 1990; retired 2000 | Executive leadership in financial services |
| ARZU, Inc. | Founder; Chairman & CEO (pro bono) | Founded 2004; merged into Turquoise Mountain 2019 | Social enterprise; leadership and social impact |
| Equity Residential (NYSE: EQR) | Trustee | Until June 2022 | Governance experience |
| Northwestern Mutual; Russell Investment Group; Nuveen Investments; Smurfit Stone Container; DNP Select Income Fund | Director/Trustee (prior) | Not disclosed | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Steelcase Inc. (NYSE: SCS) | Director | Since 2010 | Public company directorship |
| Endeavor Health (formerly NorthShore-Edward-Elmhurst Health) | Board member; first and only female Chairman | Not disclosed | Healthcare system governance |
| University of Texas at Austin | Chair, International Board of Advisors | Not disclosed | Academic advisory leadership |
| University of Pennsylvania | Trustee | Through Dec 2023 | Philanthropic governance |
| U.S.-Afghan Women’s Council | Founding member | Not disclosed | Policy and social impact |
Board Governance
- Independence: Board determined Ms. Duckworth is independent; Audit, Compensation, and Nominating committees fully independent .
- Committee assignments and 2024 meetings: Audit member; Nominating & Corporate Governance Chair; committees met 5 (Audit), 4 (Compensation), 3 (Nominating) times in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure and oversight: CEO also serves as Board Chair; oversight balanced by an independent Presiding Director (Mr. Weisenburger) with defined responsibilities; Board conducts annual self-evaluations via the Nominating & Corporate Governance Committee .
- Audit Committee scope (member): Reviews related person transactions under Item 404, ESG reporting, cybersecurity/IT security, auditor independence, risk oversight .
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Connie K. Duckworth | X | — | X (Chair) |
| Total 2024 Meetings | 5 | 4 | 3 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 100,000 | Non-employee director cash retainer |
| Audit Committee Member Retainer | 7,500 | Committee member fee |
| Nominating & Corporate Governance Committee Member Retainer | 5,000 | Committee member fee |
| Nominating & Corporate Governance Committee Chair Retainer | 7,500 | Additional chair fee |
| Total Fees Earned or Paid in Cash (reported) | 120,000 | Column includes cash and any fees elected as deferred stock units; Ms. Duckworth elected DSUs in lieu of all cash compensation in 2024 |
Performance Compensation
| Award Type | Grant Value ($) | Units Outstanding | Vesting Trigger | Settlement/Delivery Terms |
|---|---|---|---|---|
| Annual RSU award | 135,000 | 25,243 RSUs (as of 12/31/2024) | Earlier of one-year anniversary of grant date or next Annual Meeting | Delivery upon the earlier of (i) June 15 following the fifth anniversary of vesting, (ii) change in control, or (iii) director’s separation |
| Deferred Stock Units (DSUs) from cash retainer election | N/A (from deferral) | 18,057 DSUs (as of 12/31/2024) | Fully vested on grant | Same delivery schedule as above |
Outstanding units update (record date context):
- As of April 14, 2025: 19,286 DSUs and 25,243 RSUs are included in Ms. Duckworth’s beneficial ownership footnote .
- Directors may defer cash retainers into stock-settled DSUs; DSUs deliver per the same schedule .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlock/Conflict with MP |
|---|---|---|---|
| Steelcase Inc. (NYSE: SCS) | Director | Not disclosed | No MP supplier/customer linkage disclosed in proxy; industry unrelated (commercial furniture) |
| Endeavor Health | Board; former Chair | Not disclosed | Not applicable to MP’s rare earth mining |
| Academic/Non-profit boards | Various | Not disclosed | Not applicable |
- Related Person Transactions: Audit Committee must review and approve any Item 404 related person transactions; policy includes independence checks for committee members; no specific transaction involving Ms. Duckworth is disclosed in the cited materials .
Expertise & Qualifications
- Corporate governance leadership; financial literacy; accounting/auditing; international experience; risk management; independence – all attributes indicated in the Board’s skills matrix for Ms. Duckworth .
- Executive leadership experience from Goldman Sachs and multiple public company boards; ESG insight cited in her biography .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Connie K. Duckworth | 59,729 | <1%* | Footnote indicates 19,286 DSUs and 25,243 RSUs included; shares outstanding as of April 14, 2025: 163,451,448 |
| Company policy | — | — | Prohibits hedging and pledging of Company stock absent Board approval; insider trading policy in place; director ownership guideline: ≥5x annual cash retainer within 5 years; retain ≥50% of net shares until guideline met |
*Table denotes “less than 1%” per proxy convention .
Recent Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Beneficial Ownership After | Source |
|---|---|---|---|---|---|
| 2025-06-30 | Common stock acquired (A) | 901 | $0 | 35,387 | https://www.sec.gov/Archives/edgar/data/1801368/000162828025033583/0001628280-25-033583-index.htm; detail: https://www.stocktitan.net/sec-filings/MP/form-4-mp-materials-corp-insider-trading-activity-e122db6297d2.html |
| 2025-03-31 | Form 4 filed | Not disclosed in source | — | — | https://www.marketbeat.com/stocks/NYSE/MP/sec-filings/ |
| 2024-06-12 | Form 4 filed | Not disclosed in source | — | — | https://www.streetinsider.com/SEC+Filings/Form+4+MP+Materials+Corp.+DE+For%3A+Jun+11+Filed+by%3A+DUCKWORTH+CONNIE+K/23353888.html |
Governance Assessment
-
Strengths:
- Independent director with deep governance experience; chairs Nominating & Corporate Governance and serves on Audit, aligning with board effectiveness and ESG/cyber/RPT oversight mandates .
- Strong alignment signals: elected to receive DSUs in lieu of cash fees in 2024; standard annual RSU grants with long deferral delivery and change-in-control triggers, encouraging long-term orientation .
- Board practices include regular executive sessions of independent directors, annual evaluations, and robust policies on insider trading, hedging/pledging, and director stock ownership guidelines .
-
Risk considerations:
- Combined CEO/Chair structure elevates governance and oversight risk; mitigated by defined Presiding Director role and independent committee leadership (including Ms. Duckworth’s chair role) .
- Related person transaction policy places review/approval under Audit Committee; independence standards reaffirmed for committee memberships including Ms. Duckworth .
-
RED FLAGS:
- None specific to Ms. Duckworth disclosed in the cited proxy sections; Board-level structure (combined CEO/Chair) remains a governance sensitivity to monitor .
Key investor confidence signal: Duckworth’s choice to defer all cash fees into stock-settled DSUs in 2024 and her RSU structure with extended delivery supports long-term alignment with shareholders **[1801368_0001801368-25-000010_mp-20250421.htm:35]**.