Richard Myers
MP Materials Corp. / DEAbout Richard B. Myers
Retired U.S. Air Force General Richard B. Myers is an independent Class II director of MP Materials, age 83, serving on the Board since 2020. He is the former 15th Chairman of the Joint Chiefs of Staff (2001–2005) and served as President of Kansas State University from 2016 to February 2022, bringing deep leadership, national security, and governance experience. The Board has determined Myers is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Armed Forces | 15th Chairman, Joint Chiefs of Staff | 2001–2005 | Highest-ranking U.S. military officer; principal military advisor to the President, SECDEF, NSC |
| Kansas State University | President | 2016–Feb 2022 | Led a major public university; executive leadership and institutional governance |
| National Defense University | Colin L. Powell Chair of National Security, Leadership, Character, and Ethics | Not disclosed | Senior leadership/ethics role |
| United Service Organization (USO) | Chair, World Board of Governors | Not disclosed | Non-profit governance leadership |
External Roles
| Organization | Role | Status/Tenure |
|---|---|---|
| Uniformed Services University of the Health Sciences | Board of Regents | Current |
| Fisher House Foundation | Board of Trustees | Current |
| MRIGlobal | Board of Directors | Prior |
Board Governance
- Independence: The Board has determined Myers is an “independent director” under NYSE standards.
- Committee assignments (2024): Nominating & Corporate Governance Committee member (chair: Connie K. Duckworth). No Audit or Compensation Committee roles.
- Committee mandates: Nominating & Governance oversees board composition, governance guidelines, conflicts/ethics, CEO succession, annual board evaluations, and ESG oversight.
- Attendance and engagement: In 2024, the Board met 8 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Committee meeting cadence (2024): Audit (5), Compensation (4), Nominating & Corporate Governance (3).
- 2025 re-election outcome (Class II): Myers was re-elected with 71,602,382 FOR and 17,266,691 WITHHELD; broker non-votes 32,745,279.
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual Board Cash Retainer | $100,000 |
| Nominating & Corporate Governance Committee Member Fee | $5,000 |
| Total Cash Fees (2024) | $105,000 |
Notes: Non-employee director fee schedule (2024): Board retainer $100,000; committee member fees—Audit $7,500, Compensation $5,000, Nominating & Governance $5,000; chair retainers—Audit $15,000, Compensation $10,000, Nominating & Governance $7,500.
Performance Compensation (Director Equity)
| Equity Element | Key Terms | 2024 Amount/Status |
|---|---|---|
| Annual RSU Award | $135,000 grant-date fair value; vests upon earlier of one-year anniversary or next annual meeting; settlement on earliest of June 15 following 5th anniversary of vesting, change-in-control, or separation | $135,000 RSUs awarded (aggregate fair value) |
| Outstanding Awards (12/31/2024) | Deferred Stock Units (fully vested at grant); RSUs (time-based) outstanding | 3,794 DSUs; 25,243 RSUs |
Policy: Non-employee directors may defer cash retainers into stock-settled DSUs with the same settlement triggers as above.
Other Directorships & Interlocks
| Company | Ticker | Role | Tenure |
|---|---|---|---|
| Deere & Company | DE | Director | 2006–2015 |
| Northrop Grumman Corporation | NOC | Director | 2006–2017 |
| United Technologies Corporation | — | Director | 2006–2017 |
| Aon plc | AON | Director | 2006–2022 |
- No related-party transactions disclosed involving Myers or entities with which he is affiliated. The proxy details related-party items (e.g., Shenghe agreements, VREX, aircraft lease/time-sharing, and compensation for Todd Litinsky) without any reference to Myers.
Expertise & Qualifications
- National security, supply chain, and geopolitics; extensive public-company board governance experience.
- Regulatory/risk management and corporate governance attributes recognized in the Board skills matrix.
- Not designated as an Audit Committee financial expert (that designation applies to Randall J. Weisenburger).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Components/Notes |
|---|---|---|---|
| General (Ret.) Richard B. Myers | 29,037 | <1% | Includes 3,794 DSUs (fully vested at grant) and 25,243 RSUs |
- Director stock ownership guideline: Non-employee directors must hold common stock (or equivalents) valued at least 5x the annual cash retainer within five years of becoming a director; until met, directors must retain at least 50% of net shares from awards.
- Hedging/pledging: Hedging transactions prohibited; pledging or margin accounts prohibited without Board approval. No pledges disclosed for Myers.
Governance Assessment
Strengths
- Independence, re-elected with strong vote support in 2025; clear shareholder mandate.
- Governance oversight: Active member of the Nominating & Corporate Governance Committee with remit over board composition, conflicts/ethics, succession, and ESG.
- Alignment: Director compensation blends cash and equity with settlement deferral features; ownership guidelines require meaningful stockholding; DSUs/RSUs align interests over multi-year horizons.
- Risk controls: Strict prohibition on hedging/pledging for directors; robust related-party review policy overseen by the Audit Committee.
Watch items / potential flags
- Attendance disclosure is aggregate (≥75% threshold); no individual attendance rates provided—continued monitoring advisable.
- Myers does not chair a committee and is not on Audit/Comp—governance influence is primarily via Nominating & Governance participation.
- Company-level say-on-pay received 71% support in 2024; the Board engaged and enhanced disclosures/peer group; 2025 advisory vote passed with 79.8M FOR vs 8.4M AGAINST—trajectory improving but warrants continued investor outreach.
Director Compensation Summary (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $105,000 |
| Stock Awards (Grant-Date Fair Value) | $135,000 |
| Total | $240,000 |
Committee Assignments and Meetings (2024)
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 5 |
| Compensation | No | — | 4 |
| Nominating & Corporate Governance | Yes | No | 3 |
Shareholder Voting (2025 Annual Meeting)
| Proposal | Outcome | Votes For | Votes Against/Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Elect Richard B. Myers (Class II) | Elected | 71,602,382 | 17,266,691 (withheld) | 32,745,279 |
| Say-on-Pay (Advisory) | Approved | 79,842,572 | 8,432,222 (against); 594,279 (abstain) | 32,745,279 |
Related-Party/Conflict Oversight
- Policy: Audit Committee reviews and approves Item 404 related-person transactions; explicit criteria include conflict risk, business rationale, and third-party terms fairness.
- Disclosed transactions: Offtake/tolling arrangements with Shenghe/VREX, aircraft lease/time-sharing and reimbursements related to the CEO, and compensation details for the CEO’s brother (an executive); no transactions involve Myers.
Executive/Director Policies Relevant to Alignment
- Hedging/pledging prohibitions cover directors.
- Clawback: Company maintains an incentive compensation recovery policy applicable to executive officers in the event of financial restatements (director cash/equity is not incentive-based, so this primarily applies to executives).