Ryan Corbett
MP Materials Corp. / DEAbout Ryan Corbett
Ryan Corbett (age 35) is Chief Financial Officer of MP Materials, serving since 2019; he previously was a Managing Director at JHL Capital and held investment roles at Brahman Capital and King Street Capital after starting at Morgan Stanley. He graduated magna cum laude from the Wharton School (Finance) . During his tenure, MP delivered 2024 revenue of $203.9 million, net loss of $65.4 million, Adjusted EBITDA of $(50.2) million, and net cash from operations of $13.3 million, while maintaining $850.9 million in cash and short-term investments and $79.6 million of net debt as of year-end 2024 . MP’s TSR (value of initial $100) was $103.38 in 2024 vs. $300.99 in 2021, measured alongside a peer group TSR of $147.47 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MP Materials | Chief Financial Officer | 2019–present | Tenure overlapped with Stage II ramp, NdPr oxide production/sales initiation, $747.5mm 2030 converts issuance, $225.1mm buybacks, $58.5mm 48C credit, and GM prepayments totaling $100mm |
| JHL Capital Group | Managing Director | Not disclosed | Focused on MP investment |
| Brahman Capital; King Street Capital | Investment roles | Not disclosed | Special situations investing |
| Morgan Stanley | Investment banking/corporate finance | Not disclosed | Early career foundation |
External Roles
None disclosed for Corbett in the filing .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 650,000 | 675,000 | Effective Jan 1, each year |
| All Other Compensation ($) | 13,800 (401k match) | — | 2025 not disclosed in proxy |
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | REO Production (metric tons) | 37.5% | 40,000 | 45,455 | Included in bonus below | Annual cash bonus |
| Annual Incentive (2024) | Commercial Grade NdPr Oxide Production | 37.5% | Confidential | Not disclosed | Included in bonus below | Annual cash bonus |
| Annual Incentive (2024) | Personal Performance | 25.0% | Objectives as set | Committee assessed | Included in bonus below | Annual cash bonus |
| Bonus Opportunity (% of Salary) | CFO Target / Max | — | 100% / 200% | — | — | — |
| Actual Bonus ($, 2024) | CFO | — | — | — | 1,137,500 | Paid 2024 |
| Long-Term Incentive | Grant Date | Structure | Count (#) | Grant Date Fair Value ($) | Performance Design | Vesting |
|---|---|---|---|---|---|---|
| 2024 Time-based RSUs | 1/12/2024 | RSUs (time-based) | 39,347 | 699,983 | n/a | Four annual installments: 1/12/2025–1/12/2028 |
| 2024 PRSUs | 1/12/2024 | PRSUs (relative TSR) | 39,347 target; 19,673 threshold; 78,694 max | 1,026,563 | Relative TSR vs S&P 400 & S&P 400 Materials (equal weight); payout 0–200% | Cliff vest 1/1/2027 (subject to performance) |
| 2023 PRSUs (for context) | 1/13/2023 | PRSUs (relative TSR) | Not in table | — | As of 12/31/2024 pacing at 0% | Cliff vest 1/1/2026 (subject to performance) |
| Estimated Payout Multiplier (’24 PRSUs) | As of 12/31/2024 | — | — | — | 87.97% of target (interim) | Final after 3-year period |
| Special PRSU Award (One-time) | Approval Date | Target Value ($) | Performance Milestones | Vesting Framework |
|---|---|---|---|---|
| CFO PRSUs | 10/13/2025 | 3,500,000 | Heavy rare earth refinement; magnet production at Independence; NdPr oxide; later milestones: magnet production at “10X” facility; dedicated recycling capacity; additional magnet production objectives | Five-year performance; 50% at 3-year, 25% at 4-year, 25% at 5-year milestones; continuous service required |
Equity Ownership & Alignment
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 97,858 | As of April 14, 2025 |
| Shares outstanding (record date) | 163,451,448 | As of April 14, 2025 |
| Ownership as % of outstanding | ~0.06% (97,858 ÷ 163,451,448) | Calculated from disclosed figures |
| Stock ownership guideline | 2× annual base salary for covered execs | Applies to CFO |
| Compliance status | Exceeds guideline (as of proxy date) | Affirmed in proxy |
| Hedging/pledging policy | Hedging prohibited; pledging/margining prohibited without Board approval | Company-wide policy |
Vesting cadence and potential supply overhang:
- 2024 time-based RSUs: 74,347 unvested units vest 1/12/2025–1/12/2028 .
- 2023 time-based RSUs: 12,698 unvested units vest 1/13/2025–1/13/2027; 17,838 RSUs vest 1/14/2025 and 1/14/2026; 288 RSUs vest 3/16/2025 .
- Performance RSUs: 7,647 threshold units (2023 grant) cliff vest on 1/1/2026; 19,673 threshold units (2024 grant) cliff vest on 1/1/2027; ultimate earned shares depend on performance (0–200% of target) .
2024 equity vesting realized:
- Shares vested: 43,441; value realized: $786,391 .
Options:
- The company has not granted options to executive officers; none exercised .
Employment Terms
| Term | CFO Details |
|---|---|
| Agreement effective | Employment agreements effective Jan 1, 2022 |
| Base salary and bonus eligibility | 2024 base $650,000; target bonus 100% of salary; max 200% of salary |
| Term length | Indefinite term |
| Clawback | Incentive compensation clawback policy tied to restatements; covers stock price and TSR |
| Severance (without cause or good reason, no CIC) | Cash: 1× (base + target bonus). Health/disability benefits up to 18 months. Vesting: time-based awards vest through end of following calendar year; performance awards vest pro-rata based on actual performance for completed periods and pro-rata for in-progress periods |
| CIC definition and trigger | Double-trigger: termination 90 days prior to, on, or within 24 months after a change of control |
| Severance (with CIC) | Cash: 2× (base + target bonus). Health/disability benefits up to 18 months. Vesting: time-based awards vest in full; performance awards vest based on actual for completed periods and the greater of target or actual for in-progress periods |
| No tax gross-ups | Company does not provide tax gross-ups for CIC |
| Illustrative amounts at 12/31/2024 (proxy estimates) | Voluntary resignation: $650,000 cash; without cause/good reason: $1,950,000 cash plus $855,347 RSUs; death/disability: $650,000 cash plus $2,493,083 RSUs; CIC: $2,493,083 RSUs; CIC termination: $3,250,000 cash plus $2,493,083 RSUs; totals shown in proxy |
Compensation Structure Analysis
- Cash vs equity mix: 2024 CFO pay included salary ($650,000), stock awards ($1,726,546), and performance-based bonus ($1,137,500), with modest “All Other” compensation ($13,800), indicating a high proportion of variable/equity pay .
- Performance metric rigor: Annual bonus weighted 75% to objective production metrics (REO and Commercial Grade NdPr oxide), with clear threshold/target/max; actual REO exceeded the maximum threshold, supporting above-target payouts .
- Long-term alignment: PRSUs tied to relative TSR with a symmetric 0–200% payout curve; interim pacing shows 0% for 2023 grant and ~88% for 2024 grant, evidencing sensitivity to share performance vs mid-cap and materials peers .
- New milestone PRSUs: Special 2025 PRSU grant introduces operational milestone vesting over five years (Independence and “10X” magnet facilities, heavy rare earth refinement, recycling capacity), deepening alignment with strategic execution and national supply chain objectives .
Compensation Peer Group and Say-on-Pay
- Peer group usage: 2024 decisions referenced a 14-company chemicals/metals peer set; for 2025 a refreshed 14-company peer group with avg market cap ~$4.6B was adopted to better match size and talent markets .
- Target percentile: Company does not target a specific market percentile; Committee uses judgment and internal relativities .
- Say-on-pay: 2024 approval was 71% of votes cast; Committee responded by refreshing peer group and enhancing LTI disclosure .
Investment Implications
- Pay-for-performance alignment: Heavy weighting to production KPIs and relative TSR, plus 2025 milestone PRSUs tied to magnet manufacturing and heavy rare earth refinement, should align CFO incentives with core value drivers (volume ramp, downstream integration, and strategic capacity) .
- Retention and vesting overhang: Multi-year RSU vesting through 2028 and PRSU cliffs in 2026/2027 create steady equity delivery; while policy restricts hedging and pledging, upcoming vest tranches may present supply overhang risks if shares are sold to cover taxes or diversify .
- Ownership alignment: CFO’s direct beneficial stake (~0.06% of outstanding) is modest, but he exceeds stock ownership guidelines (≥2× salary), and equity awards remain a sizable portion of pay, anchoring alignment with shareholder outcomes .
- Change-of-control economics: Double-trigger severance (2× base + target bonus) with accelerated vesting enhances retention but could raise payout levels in a strategic transaction; absence of tax gross-ups is shareholder-friendly .
- Signal from special PRSUs: The 2025 milestone-based PRSU grant’s focus on Independence/“10X” magnet facilities and heavy rare earths ties compensation to execution of critical U.S. supply chain initiatives; progress against these milestones may serve as leading indicators for equity performance and reduce execution risk if achieved on schedule .