Martin Marietta (NYSE: MLM) promotes Michael J. Petro to CFO with new pay package
Rhea-AI Filing Summary
Martin Marietta Materials, Inc. promoted Michael J. Petro to Executive Vice President, Chief Financial Officer on August 4, 2026. Under his Employment Agreement, he will receive a base salary of $750,000, a target annual incentive equal to 100% of base salary, and a target long-term incentive equal to 260% of base salary.
Mr. Petro will receive a one-time grant of restricted stock units with a grant date value of $5,000,000, vesting ratably on the sixth, seventh, and eighth anniversaries of the grant date, subject to continued employment and other terms applicable to executive grants. If the Company terminates him without cause or he resigns for good reason, he is entitled to cash severance equal to three times the sum of base salary and target bonus, continued medical and dental benefits for up to three years, and continued vesting of outstanding equity awards, subject to a three-year post-termination non-competition, non-solicitation, and confidentiality covenant. An Employment Protection Agreement provides, upon a qualifying termination following a change of control, severance benefits equal to three times annual compensation and continuation of benefits for 36 months.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
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.
Key Figures
Base salary: $750,000
Target annual incentive: 100% of base salary
Target long-term incentive: 260% of base salary
+4 more
7 metrics
Base salary
$750,000
Annual base salary for Michael J. Petro as Executive Vice President, Chief Financial Officer
Target annual incentive
100% of base salary
Target annual incentive award for CFO role under Employment Agreement
Target long-term incentive
260% of base salary
Target long-term incentive award for CFO role under Employment Agreement
RSU grant value
$5,000,000
One-time restricted stock unit grant to Michael J. Petro, vesting in years six to eight
Severance multiple (without cause/good reason)
three times base salary and target bonus
Cash severance upon termination by Company without cause or by Petro for good reason
Change-of-control severance multiple
three times annual compensation
Severance upon qualifying termination following a change of control
Benefits continuation period after change of control
36 months
Continuation of benefits under Employment Protection Agreement following qualifying termination
Key Terms
restricted stock units, good reason, change of control, non-competition, +1 more
5 terms
restricted stock units financial
"he will receive a one-time grant of restricted stock units with a grant date value"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
good reason financial
"in the event of a termination by the Company without cause or by Mr. Petro for good reason"
change of control financial
"following a change of control of the Company equal to three times Mr. Petro’s annual compensation"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
non-competition financial
"includes a three-year post-termination, non-competition, non-solicitation, and confidentiality covenant"
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.
Employment Protection Agreement financial
"The Employment Protection Agreement, which aligns with the Company’s Employment Protection Agreements"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What executive change did Martin Marietta Materials (MLM) disclose on August 4, 2026?
Martin Marietta Materials promoted Michael J. Petro to Executive Vice President, Chief Financial Officer. The company also entered into an Employment Agreement and an Employment Protection Agreement with him, detailing salary, incentives, equity awards, severance, and change-of-control protections.
What is the base salary for MLM’s new CFO Michael J. Petro?
Under his Employment Agreement, Michael J. Petro’s annual base salary is $750,000. This base pay is supplemented by variable compensation, including a target annual incentive equal to 100% of base salary and a target long-term incentive equal to 260% of base salary.
What incentive compensation will MLM CFO Michael Petro receive?
Michael J. Petro is eligible for a target annual incentive equal to 100% of base salary and a target long-term incentive equal to 260% of base salary. He will also receive a one-time grant of restricted stock units valued at $5,000,000, vesting over years six through eight.
What severance benefits does MLM provide its CFO if terminated without cause?
If Martin Marietta terminates Michael J. Petro without cause or he resigns for good reason, he is entitled to cash severance equal to three times his base salary plus target bonus, continued medical and dental benefits for up to three years, and continued vesting of outstanding equity awards.
How does the change-of-control protection work for MLM CFO Michael Petro?
Following a change of control, a qualifying termination entitles Michael J. Petro to severance equal to three times annual compensation (base salary plus his highest annual bonus in the prior five years) and continuation of benefits for 36 months, under his Employment Protection Agreement.