Michael Rosenthal
MP Materials Corp. / DEAbout Michael Rosenthal
Founder and Chief Operating Officer of MP Materials; age 46; has managed Mountain Pass operations since the company acquired the site in 2017. Prior roles include Partner at QVT Financial focusing on global automotive and China, and senior high-yield credit analyst at Shenkman Capital Management; education: A.B. in Economics and Comparative Area Studies from Duke University . Executive compensation places heavy weight on operational outputs and TSR-linked long-term incentives: 2024 annual incentives were tied to REO production, Commercial Grade NdPr oxide production, and personal performance (REO actual 45,455 metric tons vs target 40,000), while long-term PSUs are measured on three-year relative TSR vs the S&P 400 and S&P 400 Materials indices . 2024 achievements included record REO concentrate and domestic NdPr oxide volumes, commencement of magnet precursor production, $100.0M in customer prepayments under the GM supply agreement, capital markets actions, and share repurchases (15.2M shares at $14.76 average), which informed Compensation Committee performance assessment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QVT Financial | Partner | Not disclosed | Focused on investments in global automotive sector and China |
| Shenkman Capital Management | Senior high-yield credit analyst | Not disclosed | High-yield credit analysis background |
External Roles
No public company board roles disclosed in MP’s 2025 proxy biography for Rosenthal .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 425,000 | 600,000 | 700,000 |
| Target Bonus (% of Salary) | 100% (Employment Agreement; effective Jan 1, 2022) | 100% | 100% |
| Actual Annual Incentive/Bonus ($) | 707,647 | 820,065 | 1,225,000 |
| All Other Compensation ($) | 4,000 | 13,200 | 13,800 |
| Total Compensation ($) | 1,417,627 | 3,383,141 | 3,788,693 |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|---|
| REO Production (metric tons) | 37.5% | 37,500 | 40,000 | 45,000 | 45,455 | 1,225,000 (total AIP paid) | N/A |
| Commercial Grade NdPr Oxide Production | 37.5% | Confidential | Confidential | Confidential | Not disclosed | 1,225,000 (total AIP paid) | N/A |
| Personal Performance | 25.0% | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 1,225,000 (total AIP paid) | N/A |
Notes:
- Named executive officer upside capped at 200% of target bonus opportunity; threshold articulated with potential zero payout for underperformance .
- Rosenthal’s 2024 bonus was $1,225,000 .
Long-Term Incentives (RSUs and PSUs)
Design: Annual RSUs (time-based) and PSUs with three-year performance periods directly linked to relative TSR vs S&P 400 and S&P 400 Materials (equally weighted) .
2024 grants (issued Jan 12, 2024):
| Award Type | Grant Date | Target/Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (relative TSR) | 01/12/2024 | 21,079 | 1,099,902 | Cliff vest on 01/01/2027 |
| RSUs (time-based) | 01/12/2024 | 42,158 | 749,991 | 4 annual installments starting 01/12/2025 |
Outstanding equity awards at 12/31/2024 (market value calculated at $15.60/share per proxy):
| Award Type | Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| RSUs | 698 | 10,889 | Vest 03/16/2025 |
| RSUs | 13,969 | 217,916 | Vest 01/13/2025, 01/13/2026, 01/13/2027 |
| RSUs | 77,158 | 1,203,665 | Vest 01/12/2025, 01/12/2026, 01/12/2027, 01/12/2028 |
| PSUs (threshold basis) | 8,412 | 131,227 | Cliff vest 01/01/2026 (subject to performance) |
| PSUs (threshold basis) | 21,079 | 328,832 | Cliff vest 01/01/2027 (subject to performance) |
2024 stock vested:
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Michael Rosenthal | 630,557 | 10,980,439 |
No stock options were granted; therefore, no options exercised in 2024 .
Equity Ownership & Alignment
| Data Point | Value |
|---|---|
| Beneficial Ownership (shares) | 1,446,488 (as of Apr 14, 2025) |
| Ownership as % of Outstanding | Less than 1% (outstanding shares 163,451,448 as of Apr 14, 2025) |
| Vested vs Unvested | See outstanding RSUs/PSUs counts above (unvested); 2024 vestings totaled 630,557 shares |
| Options (exercisable/unexercisable) | None |
| Shares pledged as collateral | Company policy prohibits pledging without Board approval; no pledges disclosed |
| Stock Ownership Guidelines | 2× salary for covered executives; Rosenthal exceeds targeted ownership |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | Employment agreements entered Nov 18, 2021; effective Jan 1, 2022 |
| Term Length | Indefinite term |
| Target/Max Bonus | Target: 100% of salary; Max: 200% of salary (AIP; subject to clawback and employment at year-end unless otherwise provided) |
| Clawback Policy | Company’s Incentive Compensation Clawback Policy applies to bonuses |
| Change-in-Control | No single-trigger; double-trigger required; 280G “cutback” may apply (payments reduced to avoid excise tax) |
| Severance—General Terms | Outside CoC: 1× (salary + target bonus) for Corbett/Rosenthal/Hoops; CEO 1.5×; CoC window (90 days prior to, or within 24 months after): 2× (salary + target bonus) for all executives |
| Severance—Estimated Amounts at 12/31/2024 (Rosenthal) | Termination without cause/Good Reason: Cash $2,100,000; Benefit Continuation $9,917; RSU value $770,010; Total $2,879,927 . CoC termination without cause: Cash $3,500,000; Benefit Continuation $9,917; RSU value $2,352,589; Total $5,862,506 |
| Equity Acceleration on Termination | Death/disability: Time-based awards vest in full; performance awards vest based on actual/prorated performance . Non-CoC termination: time-based vest through end of following calendar year; performance awards vest based on actual/prorated performance . CoC termination: time-based awards vest in full; performance awards vest based on greater of target or actual for incomplete periods |
| Hedging/Pledging | Hedging prohibited; margin accounts and pledging prohibited without Board approval |
Investment Implications
- Pay-for-performance alignment: AIP weights objective production metrics (REO, NdPr) and personal performance, with demonstrated operational outperformance in REO vs target (45,455 vs 40,000), and LTI PSUs tied to three-year relative TSR—linking compensation to both operational and market outcomes .
- Retention and selling pressure: Significant unvested RSUs/PSUs with upcoming vest dates (Jan 12/13, 2025–2028; Jan 1, 2026; Jan 1, 2027; Mar 16, 2025) combined with large 2024 vestings (630,557 shares; $10.98M value) suggest potential supply around vest dates; monitor trading windows and any Form 4 activity near these events .
- Alignment and governance: Rosenthal exceeds stock ownership guidelines (2× salary), has no options (limiting repricing risk), and is subject to clawback and anti-hedging/pledging policies—supportive of shareholder alignment .
- Change-in-control economics: Double-trigger with equity acceleration and cash severance provides meaningful protection; note the proxy’s estimated severance amounts vs general agreement multiples—investors should reconcile discrepancies and consider potential 280G cutbacks in deal scenarios .
- Execution track record: 2024 milestones (record REO and NdPr, GM prepayments, share repurchases, balance sheet strength) underpin strong operational execution, supporting incentive payouts and long-term strategy progress .