New Amrize (NASDAQ: AMRZ) CFO gets $725k salary, no exit payouts
Rhea-AI Filing Summary
Amrize Ltd (AMRZ) announced that its Board appointed Samuel J. Poletti as Chief Financial Officer, effective August 24, 2026, succeeding Baris Oran, who is stepping down for personal reasons and will remain an employee through his 12‑month notice period ending August 24, 2027. Poletti has led Amrize’s strategy and M&A since its June 2025 spin-off from Holcim Ltd and previously served as Holcim’s Global Head of M&A.
Poletti’s new employment and international assignment agreements provide an initial annual base salary of $725,000, a bonus target of 100% of base salary with a maximum of 200%, an annual car allowance of $29,000, housing allowance of $100,000, and additional relocation, repatriation and tax advisory benefits. He will also receive $860,000 in grant date fair value of additional performance stock units for the 2026 award cycle. The assignment to Amrize North America Inc. is expected to run five years, until August 23, 2031, and he is not entitled to termination or change‑of‑control payments. Amrize reports that Oran’s departure is not related to any disagreement over financial controls, reporting, operations, policies, or practices.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Initial annual base salary: $725,000
Annual bonus target: 100% of base salary
Maximum annual bonus: 200% of base salary
+5 more
8 metrics
Initial annual base salary
$725,000
Base salary for Samuel J. Poletti as CFO under the Employment Agreement
Annual bonus target
100% of base salary
Target bonus opportunity for Samuel J. Poletti
Maximum annual bonus
200% of base salary
Maximum bonus entitlement for Samuel J. Poletti
Annual car allowance
$29,000
Car allowance under the International Assignment Agreement
Annual housing allowance
$100,000
Housing allowance under the International Assignment Agreement
Performance stock units 2026 award
$860,000 grant date fair value
Additional performance stock units granted to Samuel J. Poletti for 2026 award cycle
2025 Revenue
$11.8 billion
Amrize revenue in 2025 as described in the company overview
Assignment duration
Five years until August 23, 2031
Expected duration of Samuel J. Poletti’s international assignment to Amrize North America Inc.
Key Terms
performance stock units, non-competition, non-solicitation, spin-off, +1 more
5 terms
performance stock units financial
"he will also receive additional performance stock units in respect of the 2026 award cycle"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
non-competition regulatory
"Under the Employment Agreement, Mr. Poletti is subject to certain non-competition"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
non-solicitation regulatory
"Under the Employment Agreement, Mr. Poletti is subject to certain non-competition, non-solicitation"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
spin-off financial
"had served as the Company’s Chief Strategy and M&A Officer since the Company’s spin-off from Holcim Ltd"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
forward-looking statements regulatory
"Certain statements in this release may be considered forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
Who is the new CFO of Amrize Ltd (AMRZ) and when is the change effective?
Samuel J. Poletti has been appointed Chief Financial Officer of Amrize, effective August 24, 2026. He succeeds Baris Oran, who is stepping down for personal reasons but will remain an employee during a 12‑month notice period ending August 24, 2027.
What are the key compensation terms for Amrize (AMRZ) CFO Samuel Poletti?
Samuel Poletti receives an initial annual base salary of $725,000, an annual bonus target of 100% of base salary with a maximum of 200%, an annual car allowance of $29,000, a housing allowance of $100,000, and $860,000 in 2026 performance stock units.
How long is Samuel Poletti’s international assignment with Amrize (AMRZ)?
Under the International Assignment Agreement, Samuel Poletti’s assignment from Amrize Ltd to Amrize North America Inc. begins on August 24, 2026 and is expected to continue for five years, ending on August 23, 2031, and supersedes inconsistent terms in his employment agreement.
What revenue did Amrize Ltd (AMRZ) report for 2025?
Amrize reports that it achieved $11.8 billion in revenue in 2025. The company describes having over 1,000 sites, a highly efficient distribution network covering every U.S. state and Canadian province, and approximately 19,000 teammates serving multiple construction markets.
Does Amrize (AMRZ) provide change-of-control or termination payments to the new CFO?
Amrize states that Samuel Poletti is not eligible to receive any termination or change of control payments under either his Employment Agreement or his International Assignment Agreement. He is, however, subject to non‑competition, non‑solicitation and confidentiality covenants.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including Zip Code)
+ 41 562 3490
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 24, 2026, Amrize Ltd (the “Company”) announced that its Board of Directors (the “Board”) appointed Samuel J. Poletti as Chief Financial Officer of the Company,
effective as of August 24, 2026 (the “Effective Date”). Mr. Poletti will succeed Baris Oran, who is stepping down from his current position as Chief Financial Officer of the Company.
Mr. Poletti, age 45, had served as the Company’s Chief Strategy and M&A Officer since the Company’s spin-off from Holcim Ltd (“Holcim”) in June 2025. Mr. Poletti
previously served as Holcim’s Global Head of M&A from 2018 to June 2025. Prior to that, Mr. Poletti served in various other roles at Holcim, including as Vice President, Senior M&A Manager and as Assistant Vice President, Head of Strategy
and Business Development South Asia.
In connection with his appointment, the Company entered into a new employment agreement with Mr. Poletti setting forth the terms of his employment as Chief Financial
Officer of the Company (the “Employment Agreement”), together with an International Assignment Agreement governing his assignment from the Company to Amrize North America Inc. in the U.S. (the “Assignment Agreement”), which serves as an addendum to
the Employment Agreement. Both agreements are dated as of, and effective on, the Effective Date. The Employment Agreement is of unlimited duration and may be terminated by either party upon twelve months’ prior written notice. The Assignment
Agreement, which supersedes any inconsistent terms in the Employment Agreement, begins on the Effective Date and is expected to continue for five years until August 23, 2031. Mr. Poletti is not eligible to receive any termination or change of control
payments under either agreement. Under the Employment Agreement, Mr. Poletti is subject to certain non-competition, non-solicitation and confidentiality covenants.
Pursuant to the Employment Agreement, as modified by the Assignment Agreement, Mr. Poletti is entitled to an initial annual base salary of $725,000 and is eligible to
participate in the Company’s cash and equity incentive plans. His initial annual bonus target is 100% of base salary, with a maximum annual bonus entitlement of 200% of his base salary. Under the Assignment Agreement, he will receive an annual car
allowance of $29,000, an annual housing allowance of $100,000, and certain other relocation and repatriation benefits and tax advisory services.
In connection with his appointment, Mr. Poletti will also receive additional performance stock units in respect of the 2026 award cycle, with a grant date fair value of
$860,000. This award will be subject to the same terms and conditions, including vesting, as the performance stock units previously granted to him and to similarly situated Company executives in February 2026.
The foregoing descriptions of the Employment Agreement and Assignment Agreement are qualified in their entirety by reference to the full texts of such agreements, copies
of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference in this Item 5.02.
Mr. Poletti does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any
persons pursuant to which Mr. Poletti has been appointed to his position. In addition, he is not a party to any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
On August 24, 2026, Mr. Oran informed the Company that he was stepping down for personal reasons. Effective that date, (i) his service as Chief Financial Officer
ended, and (ii) the 12-month notice termination period under his employment agreement commenced and will run until August 24, 2027, during which time he will remain an employee. Mr. Oran’s departure from the CFO role
is not related to any disagreement between Mr. Oran and the Company on any matter relating to the Company’s financial controls, financial reporting, operations, policies, or practices.
| Item 7.01. |
Regulation FD Disclosure.
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On August 24, 2026, the Company issued a press release announcing the matters described in Item 5.02 hereof. A copy of the Company's press release is being furnished as
Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Exhibit
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10.1
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Employment Agreement dated August 24, 2026, by and between Amrize Ltd and Samuel J. Poletti.
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10.2
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International Assignment Agreement dated August 24, 2026, by and among Amrize Ltd, Amrize North America Inc. and Samuel J. Poletti.
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99.1
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Press Release dated August 24, 2026.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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AMRIZE LTD
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/s/ Denise Singleton
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Date: August 24, 2026
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Name:
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Denise Singleton
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Title:
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Chief Legal Officer and Corporate Secretary
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Exhibit 99.1
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Media Release
Ad hoc announcement pursuant to Art. 53 LR
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Amrize Appoints Sam Poletti as Chief Financial Officer
CHICAGO & ZUG, Switzerland, August 24, 2026 – The Amrize (NYSE: AMRZ)
Board of Directors has appointed Samuel J. Poletti as Chief Financial Officer, effective August 24. Poletti succeeds Baris Oran, who is stepping down for personal reasons.
The company has also named Dillon Cumming as vice president of Investor Relations.
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Poletti has been a member of Amrize’s Executive Committee as its Chief Strategy and M&A Officer since the company’s listing on the NYSE in June 2025.
Poletti led the successful spin-off of Amrize overseeing all the financial and non-financial aspects of establishing the independent company. With a more than 20-year career at Holcim in M&A, Finance and Strategy, Poletti oversaw
the transformational acquisitions in Building Envelope, which doubled the size of the North American business, while leading value accretive transactions in Building Materials, from cement to aggregates. As CFO, Poletti will be based at
Amrize’s operational headquarters in Chicago.
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Samuel J. Poletti
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Jan Jenisch, Chairman and CEO: “I am thrilled to welcome Sam as our Chief Financial Officer. He is an exceptional leader with a high impact track
record and deep experience in our business, from his instrumental role in leading our spin-off to driving value accretive transactions to position Amrize for growth in the most attractive markets. Sam is a highly respected member of our executive
team, and I look forward to working with him in his new role as we continue to drive profitable growth and long-term shareholder value creation.”
“I thank Baris for his contributions during his time at Amrize, and we wish him well in his future endeavors.”
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In addition, Dillon Cumming has been appointed as vice president of Investor Relations. Cumming will join Amrize on September 8 to lead the global
investor relations team and strategy, serving as the primary liaison to the investment community.
Cumming joins Amrize following a distinguished career with premier Wall Street institutions with a strategic focus on the world’s leading industrials and
building materials companies. Taking on roles of increasing responsibility in financial analysis, equity research, and institutional advisory services, he most recently led financial and strategic analysis of the Industrials sector
with Walleye Capital. Previously, he led coverage of the world’s leading building materials companies at Morgan Stanley, as Vice President, Equity Research – Head of US Machinery & Construction.
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Dillon Cumming
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Media Relations: media@amrize.com
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Investor Relations: investors@amrize.com
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Media Release
Ad hoc announcement pursuant to Art. 53 LR
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About Amrize
Amrize (NYSE: AMRZ) is building North America, as the partner of choice for professional builders with advanced branded solutions from foundation to
rooftop. With over 1,000 sites and a highly efficient distribution network, we deliver for our customers in every U.S. state and Canadian province. Our 19,000 teammates uniquely serve every construction market from infrastructure, commercial and
residential to new build, repair and refurbishment. Amrize achieved $11.8 billion in revenue in 2025 and is listed on the New York Stock Exchange and the SIX Swiss Exchange. We are ready to build your ambition. Learn more at amrize.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act,
such as statements regarding expected cost savings, future financial targets, business strategies, management’s views with respect to future events and financial performance, and the assumptions underlying such expected cost savings, targets,
strategies, and statements. These forward-looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on
historical facts. Without limitation, you can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,” “might,”
“projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or similar expressions, or the negative or other variations thereof or comparable terms. In particular, they include statements relating to,
among other things, future actions, strategies, future performance, future revenues, income and cash flows, the outcome of contingencies such as legal proceedings, and regulatory compliance. Actual results may differ materially from those
contemplated (expressed or implied) by such forward-looking statements because of, among other things, potential risks and uncertainties, such as: the effect of political, economic and market conditions and geopolitical events; the level of demand
in the construction industry; the cyclicality of the industries and businesses in which our customers operate; changes in the cost and/or availability of raw materials required to run our business; energy and fuel costs; adverse weather conditions
and natural disasters; the logistical and other challenges inherent in our operations; the actions and initiatives of current and potential competitors; the level and volatility of, interest rates and other market indices; the ability of Amrize to
realize the expected synergies for our acquisitions; the ability of Amrize to achieve margin expansion goals; the ability of Amrize to maintain satisfactory credit ratings; the outcome of pending litigation or future litigation; the impact of
current, pending and future legislation and regulation; factors related to the failure of Amrize to achieve some or all of the expected strategic benefits or opportunities expected from the separation from Holcim Ltd (“Holcim”); material costs and
expenses as a result of the separation from Holcim; our limited history operating as an independent, publicly traded company; our obligation to indemnify Holcim pursuant to the agreements entered into connection with the separation and the risk
Holcim may not fulfill any obligations to indemnify Amrize under such agreements; that under applicable tax law, Amrize may be liable for certain tax liabilities of Holcim following the separation if Holcim were to fail to pay such taxes; the fact
that Amrize may receive worse commercial terms from third-parties for services it used to receive from Holcim prior to the separation; the fact that certain of Amrize's executive officers and directors may have actual or potential conflicts of
interest because of their previous positions at Holcim; and potential difficulties in maintaining relationships with key personnel; and other factors which can be found in Amrize’s media releases and Amrize’s filings with the SEC, including in the
our Annual Report on Form 10-K for the year ended December 31, 2025, including Item 1A. “Risk Factors.”
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Media Relations: media@amrize.com
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Investor Relations: investors@amrize.com
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Media Release
Ad hoc announcement pursuant to Art. 53 LR
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The forward-looking statements made in this release are made only as of the date hereof or as of the dates indicated in the forward-looking
statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Amrize on its website or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us – as well
as potentially inaccurate assumptions that could cause actual results to differ materially from our historical experience and our expectations and projections. We do not undertake or assume any obligation to update or revise any forward-looking
statement, whether as a result of new information, future developments, or otherwise. You are advised, however, to review any further disclosures we make on related subjects in our filings with the Securities and Exchange Commission and in our
other public statements.
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Media Relations: media@amrize.com
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Investor Relations: investors@amrize.com
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