Randall Weisenburger
MP Materials Corp. / DEAbout Randall J. Weisenburger
Randall J. Weisenburger, age 66, is an independent Class III director of MP Materials (director since 2020). He is Managing Member of Mile 26 Capital and previously served as EVP & CFO of Omnicom Group (1998–2014). He holds an MBA from Wharton (Henry Ford Scholar) and a BA in Finance & Accounting from Virginia Tech. He is MP’s Presiding Director and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Omnicom Group Inc. | Executive Vice President & Chief Financial Officer | 1998–2014 | Senior executive leadership of global media/marketing company |
| Wasserstein Perella / Wasserstein & Co. | Founding member; President & CEO of merchant banking subsidiary | Not disclosed | Held leadership roles across portfolio: Co-Chairman Collins & Aikman; CEO Wickes Mfg; Vice Chairman Maybelline; Chairman American Law Media |
| First Boston Corporation | Investment banker (member) | Not disclosed | Capital markets and advisory experience |
External Roles
| Company | Role | Notes |
|---|---|---|
| Carnival Corporation (NYSE: CCL) | Presiding Director and Senior Independent Director | Current public company directorship |
| Valero Energy Corporation (NYSE: VLO) | Director | Current public company directorship |
| Corsair Gaming Inc. (NASDAQ: CRSR) | Director | Current public company directorship |
Board Governance
- Independence and leadership: The Board determined Mr. Weisenburger is independent. He serves as Presiding Director with duties including leading executive sessions; agenda/schedule approval with the Chair/CEO; acting as liaison to stockholders; and leading CEO performance/succession discussions. He is Audit Committee Chair (and audit committee financial expert) and serves on the Compensation Committee.
- Committee structure and attendance: In 2024, MP held 8 Board meetings; Audit (5), Compensation (4), and Nominating/Governance (3). Each director attended at least 75% of Board and relevant committee meetings during periods served. Independent directors hold regular executive sessions chaired by the Presiding Director.
- Governance policies: Prohibitions on hedging and pledging (without Board approval); director stock ownership guideline of 5x annual cash retainer within five years; Audit Committee reviews/approves related-person transactions per policy.
Fixed Compensation
Program structure (non-employee directors, 2024):
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | All non-employee directors |
| Presiding Director Additional Retainer | $50,000 | Presiding Director only |
| Committee Member Cash Retainers | Audit: $7,500; Comp: $5,000; Nominating: $5,000 | Per committee membership |
| Committee Chair Cash Retainers | Audit: $15,000; Comp: $10,000; Nominating: $7,500 | In addition to member fees |
2024 compensation actually earned (Mr. Weisenburger):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $177,500 | $135,000 | $312,500 |
Performance Compensation
Director equity structure and vesting:
| Grant Type | Grant Value | Vesting Terms | Delivery Timing |
|---|---|---|---|
| Annual RSU Award | $135,000 | Vests at the earlier of 1-year anniversary of grant or next annual meeting | Vested RSUs delivered at the earlier of: June 15 following 5th anniversary of vesting; change in control; or separation from service |
Note: Director equity is time-based RSUs; there are no disclosed performance metrics tied to director compensation. Directors may elect to defer cash fees into stock-settled deferred stock units (DSUs).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Carnival (Presiding/Senior Independent Director); Valero; Corsair Gaming |
| Potential interlocks | MP’s CEO James Litinsky previously worked at Omnicom; Mr. Weisenburger was Omnicom CFO (1998–2014), indicating a prior-company connection (no related-party transaction disclosed). |
| Related-party exposure | MP disclosed related-party matters (e.g., CEO aircraft lease; EVP Strategic Planning is CEO’s brother; Shenghe/VREX agreements). No related-party transactions involving Mr. Weisenburger were disclosed. |
Expertise & Qualifications
- Audit Chair and “audit committee financial expert”; financially literate under NYSE rules.
- Deep capital markets, M&A, and operating expertise from Omnicom CFO role and private equity/merchant banking leadership.
- Board’s skills matrix reflects strong finance, accounting/auditing, governance leadership, and capital management experience.
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 172,144 shares (includes 25,243 RSUs) |
| Ownership % of outstanding | <1% of common shares |
| Vested vs. unvested | RSU status disclosed in director footnotes; count includes 25,243 RSUs; no DSUs disclosed for Mr. Weisenburger. |
| Hedging/pledging | Company policy prohibits hedging and pledging without Board approval. No pledges disclosed for Mr. Weisenburger. |
| Director ownership guideline | 5x annual cash retainer within five years; ongoing maintenance required thereafter. Compliance status for individuals not disclosed. |
Governance Assessment
-
Strengths
- Independent Presiding Director with clearly defined authorities enhances board oversight (agenda-setting, executive sessions, CEO evaluation/succession).
- Audit Committee Chair and SEC-defined financial expert; independence confirmed by Board; Audit oversees ESG, cyber, related-party transactions.
- Active engagement indicators: at least 75% meeting attendance; committee load includes Audit (Chair) and Compensation (member).
- Director pay structure balanced: cash retainer plus time-based RSUs with deferred delivery, promoting long-term alignment; ownership guidelines require meaningful personal stake.
-
Watch items / potential risks
- Broader company related-party items (CEO aircraft lease; family employment) place greater onus on Audit Committee oversight; no transactions involve Mr. Weisenburger.
- 2024 Say-on-Pay support was 71%, indicating some investor dissent; as a Compensation Committee member, responsiveness (peer group updates, LTI disclosure enhancements) is noted.
-
Bottom line: Mr. Weisenburger’s financial acumen, presiding role, and committee leadership are positives for board effectiveness and investor confidence. No conflicts or related-party transactions involving him are disclosed; policies on hedging/pledging and director ownership guidelines support alignment.