01—Abstract
Summary
Summary of the 8-K filed August 4, 2026. Cited figures are marked; the original filing is the authoritative source.
Martin Marietta Materials, Inc. filed this Form 8-K to report a leadership change in its finance function.
On August 4, 2026, the Company announced that it has promoted Michael J. Petro to Executive Vice President, Chief Financial Officer. The filing is disclosed under Item 5.02, which covers officer appointments and compensatory arrangements.
In connection with the promotion, the Company and Mr. Petro entered into an employment agreement and an amended and restated employment protection agreement. Under the employment agreement, Mr. Petro's base salary is $750,000,a his target annual incentive award is 100% of base salary, and his target long-term incentive award is 260% of base salary. He also receives a one-time restricted stock unit grant 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.
The employment agreement provides severance upon termination without cause or for good reason 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. It also includes a three-year post-termination non-competition, non-solicitation, and confidentiality covenant. The employment protection agreement, which aligns with those of other executive officers, provides change-of-control severance equal to three times annual compensation (base salary plus the highest annual bonus paid in the preceding five years) and 36 months of benefits continuation.
02—Key points
Key Highlights
- Michael J. Petro promoted to Executive Vice President, Chief Financial Officer, announced August 4, 2026
- Base salary set at $750,000
- Target annual incentive award of 100% of base salary and target long-term incentive award of 260% of base salary
- One-time restricted stock unit grant with a grant date value of $5,000,000, vesting ratably on the sixth, seventh, and eighth anniversaries of the grant date
- Termination without cause or for good reason triggers severance of three times base salary plus target bonus, up to three years of medical and dental benefits, and continued equity vesting
- Three-year post-termination non-competition, non-solicitation, and confidentiality covenant
- Change-of-control severance of three times annual compensation (base salary plus highest annual bonus paid in the preceding five years) with 36 months of benefits continuation
03—Questions
Frequently Asked Questions
What change in leadership did Martin Marietta announce?
The Company promoted Michael J. Petro to Executive Vice President, Chief Financial Officer, as announced on August 4, 2026.
What compensation does Mr. Petro receive under his new employment agreement?
He receives a base salary of $750,000, a target annual incentive award of 100% of base salary, a target long-term incentive award of 260% of base salary, and a one-time restricted stock unit grant with a grant date value of $5,000,000 that vests ratably on the sixth, seventh, and eighth anniversaries of the grant date.
What severance protections does Mr. Petro have if his employment ends?
If he is terminated without cause or resigns for good reason, he is entitled to severance equal to three times the sum of his base salary and target bonus, continued medical and dental benefits for up to three years, and continued vesting of outstanding equity awards.
How do the change-of-control protections work?
Under the amended and restated employment protection agreement, a qualifying termination following a change of control triggers severance equal to three times Mr. Petro's annual compensation, defined as base salary plus the highest annual bonus paid in the preceding five years, along with 36 months of benefits continuation.
Are there restrictions on Mr. Petro after he leaves the Company?
Yes. The employment agreement includes a three-year post-termination non-competition, non-solicitation, and confidentiality covenant.
04—Continue