Elliot Hoops
MP Materials Corp. / DEAbout Elliot Hoops
Elliot D. Hoops is General Counsel and Secretary of MP Materials, having joined in May 2021; he is 50 and holds a B.A. (University of Michigan), J.D. (University of Miami), and LL.M. in Securities & Financial Regulation (Georgetown). He previously served as VP & Deputy General Counsel at PENN Entertainment (formerly Penn National Gaming) and VP & Legal Counsel at Pinnacle Entertainment, with earlier roles at Holland & Knight and the U.S. SEC; at MP he is the management signatory on key SEC filings and major agreements (e.g., DOD financing/agreements) . Company performance context during his tenure (FY2024): revenue $203.9m, net loss $(65.4)m, Adjusted EBITDA $(50.2)m, cash & short-term investments $850.9m, net debt $79.6m; operational KPIs included 45,455 tons REO concentrate, 1,294 tons NdPr oxide produced, and 1,142 tons sold; the company repurchased 8.6% of shares for $225.1m at $14.76/share and commenced magnet precursor production in Dec-2024 . Pay-versus-performance shows 2024 total shareholder return value of $103.38 (vs peer group $147.47) alongside reported net loss $(65.4)m .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PENN Entertainment (formerly Penn National Gaming) | Vice President & Deputy General Counsel | 2019–2021 | Led commercial transactions, financings, governance, securities law, and gaming regulatory compliance . |
| Pinnacle Entertainment | Vice President & Legal Counsel | 2007–2018 | Supported corporate legal matters; Pinnacle later acquired by PENN . |
| Holland & Knight LLP | Associate | Pre-2007 | Corporate/securities practice experience . |
| U.S. Securities and Exchange Commission | Attorney Advisor | Pre-2007 | SEC regulatory and enforcement perspective . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. SEC | Attorney Advisor | Pre-2007 | Regulatory expertise; informs public company compliance and disclosure . |
| Holland & Knight LLP | Associate | Pre-2007 | Law firm perspective on corporate transactions . |
No current public-company directorships disclosed for Mr. Hoops in MP’s proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $500,000 | $550,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Threshold / Max Bonus (% of Salary) | 50% / 200% | 50% / 200% | 50% / 200% |
| Actual Annual Incentive ($) | $666,021 | $683,388 | $962,500 |
| Options Granted | None disclosed | None disclosed | None disclosed |
| Other Compensation ($) | $4,000 (401k match) | $13,200 (401k match) | $13,800 (401k match) |
Base salaries increased effective Jan 1, 2025 to $600,000 for Mr. Hoops . No stock options were granted to executive officers, and none were exercised in 2024 .
Performance Compensation
Annual Incentive Plan Metrics (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| REO Concentrate Production (metric tons) | 37.5% | 37,500 | 40,000 | 45,000 | 45,455 |
| Commercial Grade NdPr Oxide Production | 37.5% | Confidential | Confidential | Confidential | Not disclosed |
| Personal Performance Goals | 25.0% | N/A | N/A | N/A | N/A |
| 2024 Bonus Outcome (Hoops) | — | — | — | — | $962,500 |
Long-Term Incentives (Equity)
| Grant Year | Type | Grant Date | Target Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | RSUs | 01/12/2024 | 25,997 | $462,500 | 4 annual tranches on Jan 12, 2025–2028 |
| 2024 | Performance RSUs (Relative TSR vs S&P 400 & S&P 400 Materials) | 01/12/2024 | 25,997 | $462,500 | Cliff on Jan 1, 2027; payout 0–200% per TSR percentile |
| 2023 | Performance RSUs (Relative TSR) | 2023 | Not disclosed by grant; threshold units reported below | — | Cliff on Jan 1, 2026; current as-of 12/31/24 tracking indicates 0% payout would be due if ended then |
| TSR Payout Grid | — | — | — | — | 75th pct = 200%; 50th = 100%; 25th = 50%; <25th = 0% |
| Interim TSR Tracking | — | — | — | — | 2024 grant tracking multiplier 87.97% after one year (final after 3 years); 2023 grant tracking 0% as-of 12/31/24 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 4/14/2025) | 29,120 shares (<1%) |
| Breakdown | Spouse: 1,000 shares; Hoops Family Trust: 19,013 shares; RSUs vesting within 60 days: 9,107 |
| Ownership % of Outstanding | ~0.018% based on 163,451,448 shares outstanding |
| Unvested RSUs (Time-Based) | 9,107 vest 05/17/2025; 6,601 vest 01/14/2025 & 01/14/2026; 9,523 vest 01/13/2025–2027; 45,997 vest 01/12/2025–2028 |
| Performance RSUs (Unearned) | 5,735 cliff vest 01/01/2026 (threshold basis); 12,998 cliff vest 01/01/2027 (threshold basis) |
| Market Value of Unvested (12/31/2024 price $15.60) | Time-based total $1,211,187; Performance RSUs threshold value $292,235 |
| Stock Ownership Guidelines | 2x salary for executives; CEO 5x; all NEOs exceed guidelines as of proxy date |
| Hedging & Pledging | Hedging and margin/pledging prohibited without Board approval; no pledging disclosed for Mr. Hoops |
Detailed Vesting Schedule (Outstanding at 12/31/2024)
| Award Type | Units | Vesting Schedule | Market Value (12/31/2024) |
|---|---|---|---|
| RSUs | 9,107 | 1 tranche on 05/17/2025 | $142,069 |
| RSUs | 6,601 | 2 tranches on 01/14/2025 and 01/14/2026 | $102,976 |
| RSUs | 9,523 | 3 tranches on 01/13/2025–2027 | $148,559 |
| RSUs | 45,997 | 4 tranches on 01/12/2025–2028 | $717,553 |
| PSUs (2023) | 5,735 (threshold basis) | Cliff 01/01/2026 | $89,466 |
| PSUs (2024) | 12,998 (threshold basis) | Cliff 01/01/2027 | $202,769 |
No stock options outstanding for executive officers; 2024 stock vested for Mr. Hoops totaled 15,583 shares with $281,411 realized .
Employment Terms
| Term | Detail |
|---|---|
| Position | General Counsel & Secretary |
| Employment Agreement Effective | January 1, 2022 (entered Nov 18, 2021) |
| Contract Term | Indefinite term |
| Base Salary (2024; 2025) | $550,000 (2024), increased to $600,000 effective 01/01/2025 |
| Target/Max Bonus | 100% target; 200% maximum of base salary |
| Severance (No CoC) | 1x (salary + target bonus) upon termination without cause/by executive for good reason; up to 18 months benefits continuation |
| Severance (Death/Disability) | Benefits continuation up to 18 months; equity vesting as described below |
| Change-of-Control (Double Trigger) | 2x (salary + target bonus) if terminated without cause/for good reason within 90 days prior to, on, or within 24 months after CoC; benefits continuation up to 18 months |
| Equity Acceleration | Time-based RSUs vest; PSUs vest based on actual performance (or target for incomplete periods in CoC termination), with pro rata treatment where applicable |
| Clawback | Incentive compensation recovery policy for restatements; includes stock price/TSR as financial reporting measures |
| Hedging/Margin/Pledging | Prohibited without Board approval |
| Tax Gross-Ups | None provided; 280G excise tax cutback may apply |
| Restrictive Covenants | Release required for severance; compliance with restrictive covenants required; detailed non-compete/scope not disclosed in summary |
Compensation Structure Analysis
- Equity-heavy LTIs with 50% PSUs linked to 3-year relative TSR create alignment and downside variability; 2023 PSU tracking at 0% (as-of 12/31/24) underscores pay-for-performance stringency .
- Annual bonus formula uses objective production metrics (REO and Commercial Grade NdPr Oxide) plus personal performance, with caps and clear thresholds; REO hit maximum in 2024 (45,455 tons vs 45,000 max) supporting above-target payouts .
- No options, no CoC gross-ups, formal clawback, and prohibitions on hedging/pledging indicate shareholder-friendly features; ownership guidelines compliance further supports alignment .
- 2024 say-on-pay support was 71%; the Compensation Committee responded by revising peer group and enhancing LTI disclosures, reflecting investor feedback sensitivity .
Related Party & Governance Notes
- General Counsel is responsible for processes to identify and manage related person transactions under Board-approved policy; Audit Committee reviews and approves material related-party transactions .
- Mr. Hoops is the signatory on multiple 8-K exhibits (press releases, legal opinions, registration rights, certificate of designations), indicating central role in major financings and agreements (e.g., DoD Series A Preferred, warrants, offtake/price protection) .
Equity Ownership & Insider Selling Pressure Indicators
- Upcoming vesting tranches (Jan 2025–Jan 2028 for RSUs; cliff PSUs on Jan 1, 2026 and Jan 1, 2027) represent potential settlement-driven transactions; actual selling, if any, depends on personal tax/portfolio decisions and company trading windows .
- Company insider trading policy governs trading windows and prohibits hedging and margin/pledging without Board approval, reducing misalignment risks .
Investment Implications
- Alignment: Strong—meaningful stock-based pay, stringent TSR PSUs, clawback, no gross-ups, and ownership guideline compliance indicate robust shareholder alignment .
- Retention: Moderate—multi-year RSU ladders and double-trigger CoC protections support retention; severance at 1x (no CoC) and 2x (CoC) is standard and not excessive .
- Performance Levers: Annual incentives tied to REO/NdPr oxide production and personal goals directly link pay to operational execution; 2024 REO max achievement and magnet precursor ramp support bonus outcomes .
- Trading Signals: Elevated vesting cadence through 2027 could create episodic selling pressure around vest dates, although policy constraints and potential net share retention for ownership guideline compliance may temper effects .
- Governance Risk: 2024 say-on-pay at 71% signals some investor concern; the Board’s peer group update and enhanced LTI disclosure mitigate, but continued monitoring of PSU outcomes and disclosure clarity is warranted .