Independent
Tenure on this board
3.2 yrs
Also a director at
Bank Of America Corp (BAC)Salesforce Inc (CRM)Ge Vernova Inc (GEV)
2 nominees · 3 ballot items.
Elect two Class III directors (Arnold W. Donald and Randall J. Weisenburger); advisory (non-binding) approval of the compensation paid to the Company’s named executive officers (say-on-pay); and ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Elect the two Class III director nominees named in the proxy to serve three-year terms expiring at the 2029 annual meeting.
Non-binding, advisory approval (say-on-pay) of the Company’s 2025 executive compensation as disclosed in the CD&A and compensation tables.
This management proposal asks stockholders to cast a non‑binding advisory vote to approve the Company’s 2025 named executive officer compensation as disclosed in the CD&A and related tables. Management seeks this endorsement to validate its pay‑for‑performance design, which combines time‑based restricted stock units, performance‑based RSUs tied to production and commercial milestones, and a one‑time multi‑year PRSU linked to Department of War transaction milestones and the Company’s strategic magnet production goals. The compensation framework is positioned to retain key executives and align their interests with stockholders through substantial equity exposure and multi‑year vesting, while annual bonuses are tied to operational metrics (REO and NdPr production, M&M targets) and personal performance. Notable context includes significant 2025 operational achievements (record REO and NdPr production), large strategic transactions (DoW partnership, Apple and GM agreements), sizable equity awards—particularly the CEO’s special PRSU—and the Company’s shift to domestic magnet production, which increases the importance of executive continuity. The Board argues that governance safeguards—clawback policy, capped bonuses, no tax gross‑ups, and independent Compensation Committee oversight—mitigate excessive risk‑taking. Detractors might note concentrated CEO equity, elevated pay‑for‑performance realized compensation in 2025, and limited public disclosure of certain M&M performance targets (confidential for competitive reasons), which could complicate outsider assessment of pay alignment. The Board points to strong stockholder outreach and prior say‑on‑pay support (90% approval in 2025) as evidence of investor alignment and engagement. On balance, the proposal is presented as a continuation of the Company’s long‑term, production‑aligned incentive strategy intended to secure management focus on strategic buildout and operational scaling; the Board recommends a FOR vote to endorse these objectives and retain talent during execution of multi‑year capital projects.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hancock Prospecting Pty Ltd | 8.35% | 14,861,212 | $717M |
| 2 | BlackRock, Inc. | 4.35% | 7,749,168 | $374M |
| 3 | STATE STREET CORP | 4.16% | 7,397,227 | $357M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.86% | 6,873,709 | $332M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.80% | 6,770,141 | $327M |
| 6 | VAN ECK ASSOCIATES CORP | 2.58% | 4,588,527 | $221M |
| 7 | BlackRock, Inc. | 2.28% | 4,058,793 | $196M |
| 8 | UBS Group AG | 1.79% | 3,191,917 | $154M |
| 9 | COOPERMAN LEON G | 1.69% | 3,000,000 | $145M |
| 10 | MORGAN STANLEY | 1.61% | 2,860,775 | $138M |
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