James Litinsky
MP Materials Corp. / DEAbout James Litinsky
Founder, Chairman, and CEO of MP Materials; also Founder, CEO, and CIO of JHL Capital Group. Age 47; B.A. Economics (Yale), J.D./M.B.A. (Northwestern Law/Kellogg); admitted to the Illinois Bar . Director since 2020; combined Chair/CEO role with a Presiding Director structure for independent oversight . Operating performance in 2024: 45,455 metric tons REO concentrate (record), 1,294 MT NdPr oxide produced and 1,142 MT sold; revenue $203.9m; net loss $(65.4)m; Adjusted EBITDA $(50.2)m; cash/short-term investments $850.9m . Total shareholder return (value of $100): 2021 $300.99; 2022 $160.90; 2023 $131.54; 2024 $103.38; peer group (S&P 400 Materials) $169.20 (2021) → $147.47 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JHL Capital Group LLC | Founder, CEO & CIO | 2006–present | Alternative investments; sponsor-level engagement with MP prior to listing . |
| Fortress Investment Group (Drawbridge Special Opportunities Fund) | Investment professional (member) | — | Special situations investing; capital markets expertise leveraged in MP financing . |
| Omnicom Group, Inc. | Director of Finance | — | Corporate finance/operations exposure in a large public company context . |
| Allen & Company | Merchant Banker | — | M&A and principal investing experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JHL Capital Group LLC | Founder, CEO & CIO | 2006–present | Continues to serve concurrently with MP CEO . |
Board Governance and Service
- Board class and tenure: Class I Director; on MP Board since 2020; not independent .
- Leadership: Combined Chairman & CEO; Presiding Director (Randall Weisenburger) has defined duties (exec sessions, agenda setting, CEO performance/succession liaison) to balance governance .
- Committees: No committee memberships for Litinsky; Board committees (Audit, Compensation, Nominating/Governance) fully independent .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024 .
- Director pay: CEO does not receive separate director compensation .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective 1/1) |
|---|---|---|---|---|
| Base Salary ($) | 600,000 | 750,000 | 900,000 | 1,000,000 |
| Target Bonus (% of salary) | 130% | 130% | 130% | 130% |
| Max Bonus (% of salary) | 260% | 260% | 260% | 260% |
| Actual Annual Bonus ($) | 999,032 | 1,332,606 | 2,047,500 | — |
Multi-year compensation detail
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 600,000 | — | 999,032 | — | 1,599,032 |
| 2023 | 750,000 | 2,140,521 | 1,332,606 | — | 4,223,127 |
| 2024 | 900,000 | 3,083,184 | 2,047,500 | 13,800 | 6,044,484 |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weighting | Target | Actual | Notes |
|---|---|---|---|---|
| REO concentrate production | 37.5% | 40,000 MT | 45,455 MT | Exceeded max (max = 45,000 MT) . |
| Commercial-grade NdPr oxide production | 37.5% | Not disclosed | Not disclosed | Targets confidential; Committee deemed rigorous . |
| Personal performance | 25.0% | Set individually | Assessed by Committee | Safety, production, profitability and leadership objectives . |
| 2024 AIP payout (CEO) | — | — | $2,047,500 | Approved by Compensation Committee . |
Long-Term Incentives (LTI) design and 2024 CEO grants
- Mix: 50% time-based RSUs (4-year ratable vest starting 1/12/2025), 50% performance RSUs (PSUs) based on relative TSR vs S&P 400 and S&P 400 Materials over 3 years (cliff vest 1/1/2027) .
- PSU payout curve: 0% below 25th percentile; 50% at 25th; 100% at 50th; 200% at 75th+ .
- Status: 2024 PSU cohort tracking at 87.97% after Y1 (indicative only; final at 3 years). 2023 PSU cohort tracking at 0% as of 12/31/2024 (indicative) .
| Grant (CEO) | Grant Date | Units (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (relative TSR) | 1/12/2024 | 70,264 | 1,833,188 | Cliff 1/1/2027; subject to TSR outcome . |
| RSUs (time-based) | 1/12/2024 | 70,264 | 1,249,997 | 4 equal annual tranches starting 1/12/2025 . |
Equity Ownership & Alignment
Beneficial ownership (as of April 14, 2025)
| Holder | Shares | % of Outstanding |
|---|---|---|
| James H. Litinsky (incl. trust) | 13,646,843 (3,767 direct; 13,643,076 via revocable trust) | 8.3% |
Key outstanding/unvested CEO equity (12/31/2024 snapshot; $15.60/share valuation)
| Award | Shares (#) | Vesting | Value ($) |
|---|---|---|---|
| RSU (time) | 200,000 | 11/18/2025 (single tranche) | 3,120,000 |
| RSU (time) | 15,873 | 1/13/2025, 1/13/2026, 1/13/2027 | 247,619 |
| RSU (time) | 105,264 | 1/12/2025–1/12/2028 (annual) | 1,642,118 |
| PSU (threshold placeholder) | 9,559 | Cliff 1/1/2026; payout subject to TSR | 149,120 |
| PSU (threshold placeholder) | 35,132 | Cliff 1/1/2027; payout subject to TSR | 548,059 |
Additional alignment/protections
- Ownership guidelines: CEO required 5x salary; all NEOs exceed guidelines as of proxy date .
- Hedging/pledging: Prohibited; margin/pledging requires Board approval. Insider trading policy bans hedging; officers/directors prohibited from margin/pledging without Board approval .
- 2024 vested stock supply: CEO had 205,291 shares vest, realizing $3,764,127 in 2024; indicates periodic supply from vesting but not necessarily sales .
- Historical liquidity: 2021 secondary sale of 6.9m registered shares by existing holders included Litinsky’s revocable trust among sellers (size of his tranche not broken out) .
Employment Terms
Summary (CEO unless noted)
- Term: Indefinite .
- AIP targets: CEO target 130% of salary (max 260%); others 100% (max 200%) .
- Severance (outside CIC): CEO 1.5x (salary + target bonus) cash; time-based RSUs vest immediately; PSUs vest pro rata based on performance; 18 months benefits .
- CIC severance window: Double-trigger if terminated without cause/for good reason within 90 days prior to, on, or within 24 months post-CIC → 2x (salary + target bonus) cash; time RSUs fully vest; PSUs vest at greater of target or actual for open periods; 18 months benefits .
- Equity on CIC (single-trigger feature): Restrictions on unvested RSUs automatically lapse upon a change in control under award terms or Board action; PSUs follow plan terms (see table) .
- Clawback: Restatement-based policy applies to incentive-based comp, including stock price/TSR .
- Perquisites/related: 2024 reimbursement of ~$950,000 to CEO for company business use of his aircraft; starting 1/1/2025, aircraft operating lease with CEO-affiliated entity at $0.5m/year; time-sharing agreement for limited personal use with CEO reimbursing actual costs (up to FAA cap) .
- Family relationship: Brother (Todd Litinsky) employed as EVP Strategic Planning; 2024 comp: $450,000 salary, $786,656 bonus, 25,295 RSUs ($449,998 grant-date value; 4-year vest) .
Scenario values (CEO; as of 12/31/2024; $15.60/share)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Voluntary resignation | 1,170,000 | — | 1,170,000 |
| Termination without cause/Good reason | 4,275,000 | 6,404,112 | 10,679,112 |
| Death/Disability | 1,170,000 | 6,404,112 | 7,574,112 |
| Change in control (no termination) | — | 6,404,112 | 6,404,112 |
| CIC + termination (double-trigger) | 5,310,000 | 6,404,112 | 11,714,112 |
Performance & Track Record
| Year | MP TSR: $100 → | Peer Group: $100 → | Net Income (Loss) ($000) |
|---|---|---|---|
| 2021 | 300.99 | 169.20 | 135,037 |
| 2022 | 160.90 | 165.18 | 289,004 |
| 2023 | 131.54 | 172.07 | 24,307 |
| 2024 | 103.38 | 147.47 | (65,424) |
Other 2024 operating/financial highlights
- Record REO concentrate production; expanding separated NdPr capacity; commenced magnetic precursor production in Dec 2024 .
- $100m customer prepayments (GM magnet program); $58.5m 48C tax credit; issued $747.5m 3.00% 2030 convert; repurchased/extended converts; ended with $850.9m cash/short-term investments and net debt $79.6m .
- Repurchased 15.2m shares (8.6% outstanding) for $225.1m at $14.76 average .
- Risk context: Ongoing Stage II/III ramp and supply chain/geopolitical exposures cited in forward-looking statements .
Compensation Structure Analysis
- Increased emphasis on equity and performance since 2023: Introduction and continuation of 50% PSU mix with 3-year relative TSR fosters alignment; 2023 PSU cohort tracking at 0% as of 12/31/2024, reducing realized pay vs. grant .
- AIP tied to tangible production KPIs (REO and commercial-grade NdPr oxide) plus personal goals; REO exceeded max in 2024, supporting above-target payouts .
- No tax gross-ups for change-of-control; clawback adopted per SEC rules .
- Say-on-pay: 71% support in 2024; company responded with peer group refresh and enhanced LTI disclosure, reflecting investor feedback .
Equity Ownership & Alignment (Policy and Risks)
- Strong skin-in-the-game: 8.3% beneficial ownership; exceeds executive ownership guidelines .
- Hedging/pledging prohibited (pledging requires Board approval); no pledging disclosed in proxy .
- Potential selling pressure windows: Substantial RSU vesting schedule through 2028; 205,291 shares vested in 2024; historical participation in 2021 secondary by trust indicates prior liquidity events .
Related Party Transactions (Governance Red Flags to Monitor)
- Aircraft: $950k reimbursements in 2024; 2025 lease with CEO affiliate at $0.5m/year; time-sharing for limited personal use with reimbursement; Board/Audit Committee oversees related-party transactions .
- Family employment: Brother as EVP with significant 2024 comp and RSUs (standard 4-year vest) .
Compensation Peer Group (for benchmarking)
- 2024 pay decisions informed by chemicals/metals/mining peers (e.g., Albemarle, Cleveland-Cliffs, Steel Dynamics, Mosaic) .
- 2025 peer group refreshed to reflect size/market; includes Alcoa, Alpha Metallurgical, Hecla, Chemours, Materion, etc. .
Employment Terms (Contractual Mechanics)
- AIP gates and caps; bonuses may be partly delivered in equity; severance conditioned on release and ongoing restrictive covenants; benefits continuation up to 18 months on qualifying terminations .
Investment Implications
- Alignment: Large personal stake (8.3%) plus multi-year PSU structure tied to relative TSR promotes shareholder alignment; ownership/hedging policies further align incentives .
- Retention risk: Robust severance and CIC protections (2x double-trigger; broad equity acceleration including single-trigger on CIC) reduce departure risk but introduce potential acquisition overhang considerations due to automatic equity vesting .
- Execution risk vs. pay: AIP tied to production milestones rewarded 2024 delivery (REO max), while PSU tracking muted realized LTI given TSR underperformance—balanced pay-for-performance linkage amid Stage II/III ramp volatility .
- Governance watch items: Combined Chair/CEO mitigated by strong Presiding Director; related-party aircraft arrangements and family employment merit ongoing scrutiny; 71% say-on-pay suggests room to improve investor alignment communication .