CEO James Litinsky received $28.0 million in total reported compensation for 2025 — driven largely by a single large award of $15 million in performance stock units tied to Department of War partnership milestones that was granted in October 2025 and reported all at once in the summary compensation table — placing his pay well above the benchmark for a Basic Materials sector CEO even at MP's approximately $10.8 billion market cap, which triggers the greater-than-20%-above-benchmark threshold under our CEO pay policy. While MP's stock performance has been outstanding (the 3-year return of +152% far exceeds peers), the pay-for-performance concern here is not about stock returns but about pay level and pay structure: the company discloses that all performance conditions for both the annual bonus and the special performance stock grant are confidential, meaning shareholders cannot independently verify whether the goals are genuinely rigorous or represent a high bar, which is a meaningful governance concern under our policy requiring clear, measurable performance conditions. Prior-year Say on Pay received 90% support so the failure-to-respond trigger does not apply, and the pay mix (roughly 50% time-vesting shares, 50% performance shares) is broadly compliant with our mix guidelines, but the combination of outsized absolute pay level and opaque performance conditions warrants a vote against.

In fiscal 2025 KPMG billed MP Materials only $2,669,547 in audit fees and zero in non-audit, tax, or other fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm fully appropriate for a company of MP's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and no material restatements were identified.