Materion grants 4,696 RSUs to CFO Chadwick

Materion Corporation reported that on August 8, 2025, its Board’s Compensation and Human Capital Committee approved a special equity award for Vice President, Finance and Chief Financial Officer Shelly Chadwick.

Accepted by SEC EDGAR 08/12/2025 - 03:46 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Materion Corporation reported that on August 8, 2025, its Board’s Compensation and Human Capital Committee approved a special equity award for Vice President, Finance and Chief Financial Officer Shelly Chadwick. The award consists of 4,696 service-based, share-settled restricted stock units (RSUs), granted under the Materion Corporation 2025 Equity and Incentive Compensation Plan pursuant to a specific RSU award agreement.

The RSUs, along with any related dividend equivalents, are designed to vest in full and be paid in company shares on the third anniversary of the grant date, conditioned generally on Ms. Chadwick’s continued employment through that vesting date. The award also includes alternative vesting provisions that may apply in certain situations, such as retirement, death, disability, certain involuntary terminations without cause, or a double-trigger change in control, as detailed in the applicable award agreement.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation action did MTRN disclose in this 8-K?

The company disclosed that its Compensation and Human Capital Committee granted a special award of 4,696 service-based, share-settled RSUs to Vice President, Finance and Chief Financial Officer Shelly Chadwick on August 8, 2025.

When do the special RSUs granted to Materion (MTRN) CFO vest?

The special RSUs and any related dividend equivalents are intended to vest in full and pay out in company shares on the third anniversary of the August 8, 2025 grant date, subject to the award’s terms.

What conditions apply to vesting of the MTRN CFO’s special RSUs?

Vesting is generally subject to continued employment through the vesting date, with alternative vesting conditions that may apply in cases such as retirement, death, disability, certain involuntary terminations without cause, or a double-trigger change in control, as described in the RSU award agreement.

Under which plan were the Materion (MTRN) special RSUs granted?

The 4,696 special RSUs for the CFO were granted under the Materion Corporation 2025 Equity and Incentive Compensation Plan and the related form of RSU award agreement.

Who is the recipient of the special RSU grant disclosed by Materion (MTRN)?

The special RSU grant was awarded to Shelly Chadwick, who serves as Vice President, Finance and Chief Financial Officer of Materion Corporation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 8, 2025

MATERION CORPORATION

(Exact name of registrant as specified in its charter)

Ohio 001-15885 34-1919973

(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

6070 Parkland Blvd., Mayfield Hts., Ohio 44124

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (216) 486-4200

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value MTRN New York Stock Exchange

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 (§204.12b-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 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.

On August 8, 2025 (the “Date of Grant”), the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Materion Corporation, an Ohio corporation (the “Company”), approved the grant of a special award of 4,696 service-based, share-settled restricted stock units (“RSUs”) to Shelly Chadwick, the Vice President, Finance and Chief Financial Officer of the Company (such award, the “Special Grant RSUs”). The Special Grant RSUs were granted under, and are subject to, the terms of the Materion Corporation 2025 Equity and Incentive Compensation Plan and the applicable form of RSU award agreement for the Special Grant RSUs.

The Special Grant RSUs and any related dividend equivalents are intended to vest in full and pay out in Company shares on the third anniversary of the Date of Grant (the “Vesting Date”). Vesting of the Special Grant RSUs is subject generally to Ms. Chadwick’s continued employment through the Vesting Date, but the award is subject to alternative vesting conditions under certain circumstances, including in the event of certain earlier terminations of employment due to retirement, death, or disability, certain involuntary terminations without cause, or a “double-trigger” change in control, in each case as further described in the applicable RSU award agreement.

SIGNATURES

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.

						Materion Corporation
August 12, 2025			By:			/s/ Melissa A. Fashinpaur
						Melissa A. Fashinpaur
						Chief Accounting Officer