Maryanne Lavan
MP Materials Corp. / DEAbout Maryanne R. Lavan
Maryanne R. Lavan (age 65) is an independent director of MP Materials, serving since 2020; the board matrix indicates approximately 4 years of service as of the 2025 proxy . She retired in January 2025 as Senior Vice President, General Counsel, and Corporate Secretary of Lockheed Martin, having joined the company in 1990 and previously serving as Vice President of Corporate Internal Audit; she holds a B.S. from SUNY Albany (magna cum laude) and a J.D. from American University’s Washington College of Law, and is active in ABA’s Public Contract Law Section .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin (NYSE: LMT) | SVP, General Counsel & Corporate Secretary | Retired Jan 2025; joined 1990 | Led legal affairs; counsel to senior leadership and board; previously VP Corporate Internal Audit driving governance/internal controls/risk management |
| Lockheed Martin | VP, Corporate Internal Audit | Prior to GC role | Provided independent assessments of governance, internal controls, and risk management |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Leadership Council on Legal Diversity | Governing body member | Current | Legal diversity leadership |
| Equal Justice Works | Governing body member | Current | Public interest law support |
| Council for Court Excellence | Governing body member | Current | Justice system improvements |
| University at Albany Foundation | Governing body member | Current | Academic foundation governance |
| Collegiate Directions Inc. | Governing body member | Current | Education access non-profit |
| The Potomac School | Governing body member | Current | Education governance |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Independence: Board determined Lavan is independent under NYSE and SEC standards; she also meets committee independence requirements .
- Attendance: In 2024 the Board held 8 meetings; each director attended at least 75% of Board and relevant Committee meetings; independent directors held executive sessions chaired by the Presiding Director; all directors attended the 2024 annual meeting .
- 2024 Committee meetings: Audit (5), Compensation (4), Nominating & Corporate Governance (3) .
- Classified board: Lavan is a Class II director; nominated and re‑elected in 2025 to serve until 2028 .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Non-employee director retainer |
| Audit Committee Member Retainer | $7,500 | Committee member (not chair) |
| Nominating & Corporate Governance Committee Member Retainer | $5,000 | Committee member (not chair) |
| Cash Fees Earned or Deferred | $112,500 | Total cash-equivalent fees; Lavan elected to receive deferred stock units in lieu of cash |
| Annual RSU Award (Grant-date fair value) | $135,000 | Time-based RSUs; ASC 718 fair value |
| Total 2024 Director Compensation | $247,500 | Sum of cash-equivalent fees and equity grant |
Performance Compensation
- Annual RSU grant: $135,000 grant-date fair value; vests upon the earlier of one year from grant or the next annual meeting; settlement of vested units upon the earlier of June 15 following the fifth anniversary of vesting, change in control, or separation from service .
- Deferred Stock Units: Directors may defer cash retainers into stock-settled DSUs with the same settlement triggers; Lavan elected DSUs in lieu of cash for 2024 .
| Equity Award Feature | Terms | Notes |
|---|---|---|
| RSU Vesting | Earlier of one-year anniversary or next annual meeting | Standard annual director grant |
| RSU Settlement | Earlier of June 15 after 5th anniversary of vest, change in control, or separation | Defers delivery to promote alignment |
| DSU Option on Cash Fees | Allowed; stock-settled | Same settlement triggers as RSUs; Lavan elected DSUs |
No performance metrics (e.g., TSR, EBITDA) are tied to director compensation; director equity awards are time-based RSUs and DSUs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Lavan beyond MP Materials |
| Committee roles at other public companies | Not disclosed |
| Potential interlocks with MP customers/suppliers | Not disclosed; Audit Committee charter oversees related party transactions |
Expertise & Qualifications
- Skills matrix highlights: Accounting/Auditing, Business Operations, Capital Management, Corporate Governance Leadership, Financial Expertise/Literacy, Independence, Industry Experience, International, Investment Markets, Other Recent Public Board Experience, Public Company Executive Experience, Regulatory/Risk Management, Government/Law/Military .
- Education: B.S. SUNY Albany (magna cum laude); J.D. American University; ABA Public Contract Law Section member .
- Tenure and demographics: Age 65; MP Board tenure ~4 years; gender female .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Beneficially owned shares | 27,195 (<1% of class) | As disclosed in 2024 proxy beneficial ownership table |
| DSUs included in beneficial ownership | 11,268 | Fully vested on grant |
| Outstanding DSUs | 16,783 | As of Dec 31, 2024 |
| Outstanding RSUs | 25,243 | As of Dec 31, 2024 |
| Ownership guidelines (directors) | ≥5× annual cash retainer within 5 years; retain ≥50% of net profit shares until met | Alignment policy; applies to all non-employee directors |
| Hedging/Pledging policy | Prohibited for directors (hedging, margin accounts, pledging without Board approval) | Insider trading and governance policies |
Board Governance Signals
- Independence and oversight: Lavan’s independence and dual committee roles (Audit; Nominating & Governance) strengthen oversight of financial reporting, related-party reviews, ESG, and succession processes .
- Attendance and engagement: Board met 8 times in 2024; all directors met at least 75% attendance; executive sessions chaired by Presiding Director indicate robust independent oversight .
- Election and shareholder support: 2025 re-election vote for Lavan received 71,596,224 FOR, 17,272,849 WITHHELD; say‑on‑pay in 2025 passed with 79,842,572 FOR vs. 8,432,222 AGAINST (broker non-votes excluded) .
| 2025 Annual Meeting Vote Results | FOR | WITHHELD/AGAINST | Broker Non-Votes |
|---|---|---|---|
| Lavan (Class II director) | 71,596,224 | 17,272,849 | 32,745,279 |
| Say-on-pay (NEO comp) | 79,842,572 | 8,432,222 | 32,745,279 |
Compensation Committee Context
- Compensation Committee composition: McKnight (Chair), Donald, Weisenburger; all independent, with authority to retain independent advisers and evaluate pay structure, risk, and pay-for-performance .
- Lavan is not on the Compensation Committee, reducing potential cross-committee conflicts related to executive pay decisions .
Related-Party Transactions and Conflicts
- Oversight: Audit Committee charter explicitly reviews and approves related person transactions (Item 404), and monitors ESG and cybersecurity disclosures and controls .
- Disclosures: No related-party transactions involving Lavan are disclosed in the proxy; Board annually reviews independence and material relationships .
Governance Assessment
- Strengths: Deep legal, governance, and internal audit background enhances audit and governance effectiveness; independence confirmed; strong attendance; election support indicates investor confidence; personal election to DSUs in lieu of cash enhances alignment with long-term shareholder interests .
- Alignment policies: Robust director ownership guidelines (≥5× retainer), prohibition on hedging/pledging, and structured RSU/DSU settlement support long-term alignment .
- Watch items: Combined CEO/Chair structure at MP persists (balanced by Presiding Director role); continued monitoring of board independence and effectiveness warranted, though not a Lavan-specific red flag .
- RED FLAGS: None disclosed specific to Lavan—no attendance shortfalls, related-party transactions, or hedging/pledging identified in filings .